SITI-SITES.COM, INC.

                             1999 STOCK OPTION PLAN

      1. Name and Effective Date

      The name of this plan is the Siti-Sites.com, Inc. 1999 Stock Option Plan
(the "Plan"). The Plan shall be effective upon approval by the stockholders of
the Company.

      2. Purpose

      The purpose of the Plan is to permit the Company and its Affiliates (as
defined below) to attract and retain the best available personnel for positions
of substantial responsibility, to provide additional incentives to employees and
consultants of the Company and its Affiliates, and to promote the success of the
business of the Company and its Affiliates.

      3. Definitions

      As used in the Plan, the following terms shall have the meanings set forth
below:

      (a) "Administrator" shall have the meaning given such term in Section 5
below.

      (b) "Affiliate" shall mean any entity that, directly or through one or
more intermediaries, is controlled by, controls or is under common control with
the Company.

      (c) "Board" shall mean the Board of Directors of the Company.

      (d) "Change of Control" shall mean (i) the consummation of a sale,
transfer or other disposition of all or substantially all of the Company's
assets; (ii) approval by the stockholders of the Company of a merger or
consolidation in which securities possessing more than 50% of the total combined
voting power of the Company's outstanding securities are transferred to a Person
or Persons different from the Persons holding those immediately prior to such
transaction; (iii) a change in the composition of the Board over a period of
twenty-four (24) months or less such that a majority of the Board members ceases
to be comprised of individuals who have either been Board members continuously
since the beginning of such period or have been elected or nominated for
selection as Board members by a majority of the continuing Board members; (iv)
approval by the stockholders of the Company of a complete liquidation or
dissolution of the Company; or (v) the acquisition by any Person or related
group of Persons (other than the Company or a Person that directly or indirectly
controls, is controlled by, or is under common control with, the Company) of
beneficial ownership of more than 50% of the Company's outstanding voting stock
without the Board's recommendation.

      (e) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

      (f) "Company" shall mean Siti-Sites.com, Inc., a Delaware corporation.

<PAGE>

      (g) "Consultant" shall mean any Person who contracts to provide services
to the Company or any Affiliate as an independent contractor.

      (h) "Director" shall mean a member of the Board, or the board of directors
of any Affiliate.

      (i) "Employee" shall mean any person, including officers, who is an
employee of the Company or any Affiliate .

      (j) "Fair Market Value" shall mean, with respect to Shares or other
securities (i) the closing price per Share of the Shares on the principal
exchange on which the Shares are then trading, if any, on such date, or, if the
Shares were not traded on such date, then on the next preceding trading day
during which a sale occurred; or (ii) if the Shares are not traded on an
exchange but are quoted on NASDAQ or a successor quotation system, (A) the last
sales price (if the Shares are then listed as a National Market Issue under the
NASDAQ National Market System) or (B) the mean between the closing
representative bid and asked prices (in all other cases) for the Shares on such
date as reported by NASDAQ or such successor quotation system; or (iii) if the
Shares are not publicly traded on an exchange and not quoted on NASDAQ or a
successor quotation system, the mean between the closing bid and asked prices
for the Shares on such date as determined in good faith by the Administrator; or
(iv) if the provisions of clauses (i), (ii) and (iii) shall not be applicable,
the fair market value established by the Administrator acting in good faith.

      (k) "ISO" shall mean an Option intended to qualify as an incentive stock
option within the meaning of Section 422 of the Code, as designated in the
option agreement relating thereto.

      (l) "Non-Employee Director" shall mean each Director who is not an
Employee or Consultant and who otherwise is considered a "non-employee" director
for purposes of Rule 16b-3.

      (m) "NQSO" shall mean an Option that is not intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code, as
designated in the option agreement relating thereto.

      (n) "Option" means an ISO or a NQSO granted pursuant to the Plan.

      (o) "Optionee" shall mean an Employee, Consultant or Non-Employee Director
who receives an Option.

      (p) "Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization, or
government or political subdivision thereof.

      (q) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended, or
any successor rule or regulation thereto.

      (r) "Shares" shall mean the common stock of the Company, par value $0.001
per share, and such other securities or property as may become the subject of
Options pursuant to Subsection 7(j) below.


                                       2
<PAGE>

      (s) "10% Shareholder" shall mean a Person, who together with his or her
spouse, children and trusts and custodial accounts for their benefit,
immediately at the time of the grant of an Option and assuming its immediate
exercise, would beneficially own, within the meaning of Section 424(d) of the
Code, Shares possessing more than ten percent (10%) of the total combined voting
power of all of the outstanding capital stock of the Company or any of its
Affiliates.

      4. Shares Subject to the Plan

      Subject to Subsection 7(j) below, the maximum aggregate number of Shares
which may be issued to Employees, Consultants and Non-Employee Directors under
the Plan is one million eight hundred thousand (1,800,000). The Shares issued
upon exercise of Options may be authorized and unissued shares, or Shares held
by the Company in its treasury. If any Option shall terminate or expire without
having been exercised in full, the unpurchased Shares that were subject thereto
shall, unless the Plan shall have been terminated, become available for future
grant under the Plan.

      5. Administration of the Plan

      The Plan shall be administered by the Board, or, at the election of such
Board, by a committee thereof appointed by the Board (the Board or such
committee being hereafter referred to in such capacity as the "Administrator")
composed of not less than two directors, each of whom is a "non-employee
director" as defined in Rule 16b-3, and an "outside director" as defined for
purposes of Section 162(m) of the Code. If such a committee is appointed by the
Board, (a) such committee shall continue to serve in its designated capacity
until otherwise directed by the Board, and (b) from time to time the Board may
increase the size of such committee and appoint additional members thereof,
remove members (with or without cause) and appoint new members in substitution
therefor, fill vacancies, however caused, and remove all members of such
committee and thereafter directly administer the Plan, all to the extent
permitted by the applicable law. The Administrator shall interpret the Plan,
prescribe, amend and rescind any rules and regulations necessary or appropriate
for the administration of the Plan, and make such other determinations and take
such other actions as it deems necessary or advisable to cause the Plan to
operate in an effective manner. Any interpretation, determination or other
action made or taken by the Administrator shall be final, binding and
conclusive.

      The Administrator may employ attorneys, consultants, accountants or other
persons and the Administrator, the Company and its officers and directors shall
be entitled to rely upon the advice, opinions or valuations of any such persons.
No member of the Administrator shall be personally liable for any action,
determination or interpretation taken or made in good faith with respect to the
Plan or any Option, and all members of the Administrator shall be fully
indemnified and protected by the Company in respect of any such action,
determination or interpretation.

      6. Eligibility; Grant of Options

      Under the Plan, Options may be granted to Employees, Consultants and
Non-Employee Directors; provided, that ISOs may be granted only to Employees.
From time to time as it may determine, the Administrator shall designate those
Employees, Consultants and Non-Employee Directors to whom an Option is to be
granted and the number of Shares to be covered by such Option. In determining
the persons to whom Options shall be granted and the number of Shares to be
covered by each Option, the Administrator shall take into account the nature of
such person's duties, such person's


                                       3
<PAGE>

present and potential contributions to the success of the Company and the
Affiliates and such other factors as it shall deem relevant in connection with
accomplishing the purposes of the Plan. A person who has been granted an Option
or Options under the Plan may, if he or she is otherwise eligible, be granted an
additional Option or Options.

      7. Terms and Conditions of Options

      Each Option granted under the Plan shall be evidenced by a written
agreement, in a form approved by the Administrator. Each Option shall be
designated in such written agreement as an ISO or a NQSO. However,
notwithstanding such designations, to the extent that the aggregate Fair Market
Value of Shares with respect to which Options designated as ISOs are exercisable
for the first time by any Optionee during any calendar year (under all plans of
the Company or any Affiliate) exceeds $100,000, such excess options shall be
treated as NQSOs. In addition, each Option shall be subject to the following
terms and conditions and to such other terms and conditions as the Administrator
shall deem appropriate:

      (a) Option Term

            The term of each NQSO shall be fixed by the Administrator. The term
      of each ISO shall in no event be more than ten (10) years from the date of
      grant, or, in the case of ISOs granted to 10% Percent Shareholders, five
      (5) years from the date of grant.

      (b) Exercise Price

            The purchase price per Share purchasable under each Option shall be
      specified by the Administrator at the time such Option is granted. The
      purchase price per Share purchasable under each NQSO shall be the price
      determined by the Administrator. The purchase price per Share purchasable
      under each ISO shall not be less than 100% of the Fair Market Value of a
      Share on the date of grant, or, in the case of ISOs granted to 10% Percent
      Shareholders, 110% of the Fair Market Value of a Share on the date of
      grant.

      (c) Time and Method of Exercise

            The Administrator shall establish the time or times at which each
      Option, or any part thereof, may be exercised. Such date may be
      immediately upon the grant of such Option, or may be delayed until the
      participant has remained in the employ of the Company or an Affiliate for
      a continuous period after the date of grant as shall be determined by the
      Administrator. The Administrator shall also establish the form or forms in
      which, payment of the option price with respect thereto may be made or
      deemed to have been made (including, (i) cash or Shares, or other
      consideration, or any combination thereof, having a Fair Market Value on
      the exercise date equal to the relevant option price and (ii) a
      broker-assisted cashless exercise program established by the
      Administrator), provided in each case that such methods avoid
      "short-swing" profits to Plan participants under Section 16(b) of the
      Securities Exchange Act of 1934, as amended. An Option shall be deemed to
      be exercised when written notice of such exercise has been given to the
      Company in accordance with the terms of the option agreement by the person
      entitled to exercise the Option and the Company has received full payment
      for the Shares with respect to which the Option is exercised.


                                       4
<PAGE>

      (d) Termination of Directorship or Employment or Consulting Relationship

            Subject to Subsection 7(e) below, in the event of termination of an
      Optionee's status as a Director, Employee or Consultant, such Optionee
      may, but only within three (3) months (or such other period of time not
      less than thirty (30) days and not more than twelve (12) months as is
      determined by the Administrator, with such determination in the case of an
      ISO being made at the time of grant of the Option and not exceeding three
      (3) months), after the date of such termination (but in no event later
      than the expiration date of the term of his or her Option), exercise his
      or her Option to the extent that such Optionee was entitled to exercise it
      at the date of such termination. To the extent that such Optionee was not
      entitled to exercise his or her Option at the date of such termination, or
      if such Optionee does not exercise such Option to the extent so entitled
      within the time specified herein, such Option shall terminate. No
      termination shall be deemed to occur and this Subsection 7(d) shall not
      apply if (i) the Optionee is a Non-Employee Director who becomes an
      Employee or a Consultant, or (ii) the Optionee is an Employee who becomes
      a Non-Employee Director or a Consultant, or (iii) the Optionee is a
      Consultant who becomes a Non-Employee Director or an Employee.

      (e) Exercise in the Event of Disability

            Notwithstanding Subsection 7(d) above, in the event of termination
      of an Optionee's status as a Director, Employee or Consultant as a result
      of his or her total and permanent disability (within the meaning of
      Section 22(e)(3) of the Code), such Optionee may, but only within twelve
      (12) months from the date of such termination (but in no event later than
      the expiration date of the term of such Optionee's Option), exercise his
      or her Option to the extent that such Optionee was entitled to exercise it
      at the date of such termination. To the extent that such Optionee was not
      entitled to exercise such Option at the date of termination, or if such
      Optionee does not exercise such Option to the extent so entitled within
      the time specified herein, such Option shall terminate.

      (f) Exercise in the Event of Death

            In the event of the death of an Optionee while he or she was a
      Director, Employee or Consultant, or within thirty (30) days following the
      termination of such person's status as a Director, Employee or Consultant,
      such Optionee's Option may be exercised, at any time within twelve (12)
      months following the date of death (but in no event later than the
      expiration date of the term of such Optionee's Option) by such Optionee's
      estate or by a person who acquired the right to exercise such Optionee's
      Option by bequest or inheritance, but only to the extent such Optionee was
      entitled to exercise the option at the date of death or, if earlier, the
      date of termination of such person's status as a Director, Employee or
      Consultant. To the extent that such Optionee was not entitled to exercise
      his or her Option at the date of death or termination, as the case may be,
      or if such Optionee (or another person referred to above) does not
      exercise such Option to the extent so entitled within the time specified
      herein, such Option shall terminate.


                                       5
<PAGE>

      (g) Buyout Provisions

            The Administrator may at any time offer to buy out any previously
      granted Option for a payment in cash, Shares, or other Options, based on
      such terms and conditions as the Administrator shall establish and
      communicate to the Optionee at the time that such offer is made.

      (h) Nontransferability

            Options 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; provided, however, that the Administrator may
      in its discretion grant transferable NQSOs pursuant to option agreements
      specifying (i) the manner in which such NQSOs are transferable and (ii)
      that any such transfer shall be subject to applicable law. Options may be
      exercised, sold, pledged, assigned, hypothecated, transferred or disposed
      of during the lifetime of the Optionee only by the Optionee or a
      transferee permitted by this Subsection 7(h), or, with respect to NQSOs,
      by the guardian or legal representative of such Optionee or transferee if
      permitted by applicable law.

      (i) Conditions Upon Issuance of Shares

            Shares shall not be issued pursuant to the exercise of an Option
      unless such exercise and the delivery of such Shares shall comply with all
      applicable laws, including, without limitation, the Securities Act of
      1933, as amended, and the rules and regulations promulgated thereunder.
      Each Option may provide that, as a condition to the exercise of such
      Option, the Optionee thereof shall deliver to the Administrator at the
      time of such exercise (in whole or in part) a written representation that
      the Shares being acquired upon such exercise are to be acquired for
      investment and not for resale or with a view to the distribution thereof.
      The Company may place legends on stock certificates issued under the Plan
      as the Administrator deems necessary or appropriate in order to comply
      with applicable securities laws, including, but not limited to, legends
      restricting the transfer of such stock.

      (j) Adjustments

            In the event of a change in the common stock of the Company by
      reason of any stock dividend, recapitalization, reorganization, merger,
      consolidation, split-up, spin-off, combination or exchange of shares or
      similar event, the number and kind of Shares which shall be covered by the
      Plan, and the number and kind of Shares subject to outstanding Options,
      along with the option price attaching to such Shares, may be appropriately
      adjusted consistent with such change in a manner to be determined by the
      Administrator to prevent substantial dilution or enlargement of the rights
      granted or available participants in the Plan; provided, however, in each
      case, that no adjustment shall be made which would cause the Plan to
      violate Section 422(b)(1) of the Code with respect to ISOs or would
      adversely affect the status of any Option as "performance-based
      compensation" under Section 162(m) of the Code.

      (k) Change of Control


                                       6
<PAGE>

            In the event of a Change of Control of the Company, each Option
      granted under the Plan that is still outstanding and not yet vested or
      exercisable shall immediately become 100% vested in the Optionee thereof,
      as of the first date that the definition of Change of Control has been
      fulfilled, and shall be exercisable for the remaining duration of such
      Option. Each Option that is exercisable as of the effective date of the
      Change of Control will remain exercisable for the remaining duration of
      such Option.

      8. No Rights as Stockholders; No Right to Continued Service; No Fractional
         Shares

      No Optionee shall have any rights as a stockholder with respect to any
Shares subject to an Option held by him or her prior to the date of issuance to
him or her of a certificate or certificates for such Shares. Neither the
existence of the Plan, nor any Option held under the Plan shall grant to any
person any right with respect to continued service with the Company or any
Affiliate, nor shall they interfere in any way with the right of the Company or
any Affiliate to terminate such service at any time. No fractional Shares shall
be delivered, nor shall any cash in lieu of fractional shares be paid under the
Plan.

      9. Legal Compliance

      The Plan and the grant of Options thereunder, and the obligation of the
Company to deliver shares upon exercise of Options, shall be subject to approval
of the Plan by the stockholders of the Company and to all applicable federal,
state or local laws, regulations and rules, and to such approvals of competent
government agencies as may, in the opinion of the Administrator, be required.

      10. Amendment and Termination

      The Board may amend, terminate or modify the Plan at any time and for any
reason. Amendments require the approval of the Company's stockholders only to
the extent provided by Section 422 of the Code, Rule 16b-3, or any other
applicable law, rule or regulation. No amendment, termination or modification of
the Plan shall alter or amend any rights or obligations under any Option
theretofore granted without the consent of the holder of such Option.

      11. Term of Plan

      Options may be granted pursuant to the Plan until the tenth anniversary of
the date that the Plan is approved by the stockholders of the Company.

      12. Withholding

      The Company and the Affiliates are authorized to withhold from any payment
relating to the exercise of an Option under the Plan, including from any payroll
or other payment to an Optionee, amounts of withholding and other taxes due in
connection with any transaction involving an Option, and to take such other
action as the Administrator may deem advisable to enable the Company and the
Optionees to satisfy obligations for the payment of withholding taxes and other
tax obligations relating to any Option. This authority shall include authority
to withhold or receive Shares or other property and to make cash payments in
respect thereof in satisfaction of an Optionee's tax obligations.


                                       7
<PAGE>

      13. Governing Law

      The provisions of the Plan shall be governed by and construed in
accordance with the laws of the State of New York and applicable Federal law.


                                       8