DIGITAL COMMERCE INTERNATIONAL, INC.
                             1999 STOCK OPTION PLAN

                                    SECTION 1
                                  INTRODUCTION

1.1 Establishment. Digital Commerce International, Inc., a Delaware Corporation,
hereby  establishes the Digital Commerce  International,  Inc. 1999 Stock Option
Plan (the "Plan") for  employees,  officers,  consultants,  directors,  advisory
board and other  advisors  associated  with the Company whom the Board wishes to
incentivize. Digital Commerce International,  Inc., together with its affiliated
corporations,  as defined in Section  2.1(a)  hereafter,  are referred to as the
"Company",  except  where the context  otherwise  requires.  1.2  Purposes.  The
purpose  of the  Plan is to  provide  the  Eligible  Participants  selected  for
participation  in the Plan with added  incentives  to continue in the  long-term
service of the Company and to create in such  persons a more direct  interest in
the future  success of the  operations  of the  Company  by  relating  incentive
compensation to increases in stockholder value, so that rewards for the Eligible
Participants  is more closely  aligned with the pursuit of value for the Company
and the Company's  stockholders.  The Plan is also designed to attract  Eligible
Participants and to retain and motivate such persons by providing an opportunity
for investment in the Company.

                                    SECTION 2

                                   DEFINITIONS

2.1 Definitions. The following terms will have the meanings set forth below:

"Affiliated  Corporation" means any corporation or other entity (including,  but
not  limited  to,  a  partnership)  that is  affiliated  with  Digital  Commerce
International,  Inc.  through  stock  ownership or otherwise and is treated as a
common employer under the provisions of Code Sections 414(b) and (c).

"Board"  means the Board of Directors of Digital  Commerce  International,  Inc.
"Code" means the Internal  Revenue Code of 1986,  as it may be amended form time
to time.  "Effective  Date" means the effective date of the Plan,  which will be
17th June 1999.

"Eligible Participants" means all employees (including,  without limitation, all
officers),  directors,  consultants and all other advisors whom the Board wishes
to incentivize to contribute to the fortunes of the Company.

"Fair  Value"  means  the value of a Share of Stock as  determined  by the Stock
Option   Committee   acting  in  good   faith   and  in  its  sole   discretion.
Notwithstanding  the above,  if the Stock is actively  traded in an  established
stock or quotation market,  "Fair Value" will mean the officially quoted closing
price of the Stock on such exchange (a "National Exchange") on a particular date
selected by the Stock Option  Committee in  establishing  the purchase  price of
Shares of the Option.

"Stock Option Committee" means the Board, as defined in Section 2.1.

"Non-Statutory  Option"  means an Option  granted  under this Plan in accordance
with the  requirements  of Code Section 83.  "Option"  means a right to purchase
Stock granted under this Plan at a stated price for a specified  period of time.
"Option Price" means the price at which shares of Stock subject to an Option may
be purchased, determined in accordance with Section 6.2(b) "Option Holder" means
an Eligible  Participant  designated by the Stock Option  Committee from time to
time during the term of the Plan to receive one or more Options  under the Plan.
"Share" or "Shares"  means a share or shares of Stock.  "Stock" means the common
stock,  par value $0.001,  of the Company.  2.2 Gender and Number.  Except where
otherwise  indicated by the context,  the masculine gender also will include the
feminine gender, and the definition of any term herein in the singular also will
include the plural. II. SECTION 3

                               PLAN ADMINISTRATION

3.1 Stock Option Committee. The Stock Option Committee will administer the Plan.
In accordance with the provisions of the Plan, the Stock Option  Committee will,
in  accordance  with  policies  approved by the Board and  otherwise in its sole
discretion,  select the Eligible  Participants  to whom Options will be granted,
the form of each  Option,  the amount of each  Option,  and any other  terms and
conditions of each Option as the Stock Option  Committee may deem  necessary and
consistent with the terms of the Plan. The Stock Option Committee will determine
the form or forms of the agreements  with Option  Holders.  The agreements  will
evidence the particular provisions,  terms, conditions, rights and duties of the
Company and the Option Holders with respect to Options  granted  pursuant to the
Plan,  which  provisions need not be identical except as may be provided herein.
The  Stock  Option  Committee  may  from  time  to time  adopt  such  rules  and
regulations  for carrying out the purposes of the Plan as it may deem proper and
in the best interests of the Company. The Stock Option Committee may correct any
defect, supply any omission or reconcile any inconsistency in the Plan or in any
agreement  entered  into  hereunder  in the manner and to the extent it may deem
expedient and it will be the sole and final judge of such expediency.  No member
of the Stock  Option  Committee  will be liable for any action or  determination
made in good faith,  and all members of the Committee will, in addition to their
rights as directors,  be fully protected by the Company with respect to any such
action, determination or interpretation. The determinations, interpretations and
other actions of the Stock Option  Committee  pursuant to the  provisions of the
Plan will be binding and conclusive for all purposes and on all persons.

                                    SECTION 4

                            STOCK SUBJECT TO THE PLAN

4.1 Number of Shares.  4,000,000  Shares are  authorized  for issuance under the
Plan in accordance  with the  provisions of the Plan.  Shares that may be issued
upon the  exercise of Options  will be applied to reduce the  maximum  number of
Shares remaining available under the Plan and while any Options are outstanding,
the Company will retain as authorized and un-issued Stock at least the number of
Shares from time to time required  under the provisions of the Plan or otherwise
assure itself of its ability to perform its  obligations  hereunder.  4.2 Unused
and  Forfeited  Stock.  Any Shares that are subject to an Option under this Plan
that are not used because the terms and  conditions of the Option are not met or
any Shares that are used for full or partial  payment of the  purchase  price of
Shares with respect to which an Option is  exercised  or any Shares  retained by
the Company for any purpose of this Plan  automatically  will be returned to the
Plan pool and become available for use under the Plan.

4.3 Adjustments for Stock Split, Stock Dividend, Etc. If the Company at any time
increases or decreases the number of its outstanding Shares of Stock, or changes
in any way the rights and privileges of such Shares by means of the Payment of a
Stock dividend or any other  distribution  upon such Shares payable in Stock, or
through a stock split, subdivision, consolidation, combination, reclassification
or recapitialization involving the Stock, then, in relation to the Stock that is
affected by the above events,  the provisions of this Section 4.3 will apply. In
such  event,  the  numbers,  rights  and  privileges  of the  following  will be
increased, decreased or changed in like manner as if such shares had been issued
and outstanding, fully paid and non-assessable at the time of such event:

     (i)  adjustment  to the shares of Stock as to which  Options may be granted
     under  the  Plan;  and   (ii)adjustment  to  the  exercise  price  of  each
     outstanding Option granted hereunder.

4.4 General Adjustment Rules. If any adjustment or substitution  provided for in
this  Section 4 will  result in the  creation  of a  fractional  Share under any
Option,  the number of Shares  subject to the option will be rounded to the next
higher Share.

4.5 Determination by Stock Option Committee, Etc. Adjustments under this Section
4 will be made by the Stock Option Committee,  whose  determinations with regard
thereto will be final and binding upon all parties.

                                    SECTION 5

                          REORGANIZATION OR LIQUIDATION

5.1  Reorganization  and  Options.  In the event  that the  Company is merged or
consolidated with another  corporation  (other than a merger or consolidation in
which the Company is the continuing  corporation and that does not result in any
reclassification  or change of outstanding  Shares),  or if all or substantially
all of the  assets  or more  that  20% of the  outstanding  voting  stock of the
Company is acquired by any other  corporation,  business entity or person (other
than by a sale or conveyance in which the Company continues as a holding company
of an entity or entities  that  conduct  the  business  of  businesses  formerly
conducted  by  the  Company),  or in  case  of a  reorganization  (other  than a
reorganization  under the United States  Bankruptcy  Code) or liquidation of the
Company,  the Stock  Option  Committee  will have the  power and  discretion  to
prescribe  the terms and  conditions  for the  exercise or  modification  of any
outstanding Options granted hereunder. By way of illustration, and not by way of
limitation,  the Stock Option  Committee may provide for the complete or partial
acceleration  of the dates of exercise of the Options,  or may provide that such
Options will be exchanged or converted into options to acquire securities of the
surviving or acquiring cooperation, or may provide for a payment or distribution
in respect of  outstanding  Options (or the portion  thereof  that  currently is
exercisable) in  cancellation  thereof.  The Stock Option  Committee may provide
that  Options  must  be  exercised  in  connection  with  the  closing  of  such
transaction  and that if not so exercised  such  Options  will expire.  Any such
determinations  by the Stock Option Committee may be made generally with respect
to all Option  Holders,  or may be made on a case-by-case  bases with respect to
particular  Option  Holders.  The provisions of this Section 5 will not apply to
any transaction  undertaken for the purpose of reincorporating the Company under
the laws of another jurisdiction, if such transaction does not materially affect
the beneficial  ownership of the Company's  capital stock. Any  determination by
the Stock  Option  Committee  hereunder  shall not amend the terms of any Option
without the consent of the Option Holder unless, in the opinion of the Committee
acting reasonably,  such amendment is necessary to permit the alterations to the
Company to be effected and such is in the interest of shareholders generally.

                                    SECTION 6

III.     STOCK OPTIONS

6.1  Grant of  Options.  An  Eligible  Participant  may be  granted  one or more
Options.  Options  granted  under the Plan will be  Non-Statutory  Options.  6.2
Option  Agreements.  Each Option  granted  under the Plan will be evidenced by a
written stock option  agreement that will be entered into by the Company and the
Eligible  Participant to whom the Option is granted (the "Option  Holder"),  and
will contain the following terms and conditions, as well as such other terms and
conditions  not  inconsistent  therewith,  as the  Stock  Option  Committee  may
consider appropriate in each case. In the event of any inconsistency between the
provisions  of the Plan and any  such  agreement  entered  into  hereunder,  the
provisions  of the  agreement  will  govern  where  not  inconsistent  with law.
However,  the  provisions of the Plan will govern where the  agreement  omits to
provide for a matter governed by the Plan and the agreement will not be complete
nor enforceable where it fails to provide for the following matters, unless such
matters are elsewhere provided or are herein provided by the terms of this Plan:

(a) Number of Shares.  Each Stock option  agreement  will state that it covers a
specified  number of Shares,  as determined by the Stock Option  Committee.  (b)
Price.  The price at which each Share covered by an Option may be purchased will
be  determined  by the Stock Option  Committee and set forth in the stock option
agreement.

(c) Vesting Period.  Each Stock Option will state the time and the amount of the
Shares of the Option which vest, and are  exercisable  thereafter,  at specified
times  during  the  Option  Period.  Unless  otherwise  provided  in the  Option
agreement,  Options will vest and be exercisable  for types of Option Holders as
follows:

     (i) Directors and advisory  board members - 50% of the amount of the Shares
     under Option upon granting and 50% twelve months thereafter;
     (ii) Senior  officers to  Vice-President  - 3% at the end of each  calendar
     month;
     (iii)  Employees  Generally - 9% at the end of the later of the first three
     months or the stated  probation  period and 3% at the end of each  calendar
     month  thereafter;  and
     (iv)  Other  Option  Holders  - 10% at the  end of the  first  30  days  of
     engagement,  20% upon  completion  of 50% of the term,  where a  particular
     term, or upon 50% of project  completion,  where project contract specific,
     and the remainder upon, and for a period of 90 days thereafter, the Company
     certifying  substantial  satisfaction,  acting  reasonably,  with  contract
     and/or project completion.

(d) Duration of Options.  Each Stock option  agreement  will state the period of
time within which the Option may be exercised by the Option  Holder (the "Option
Period").  The Option Period must expire,  in all cases, not more than ten years
from the date an Option is granted. Unless otherwise stated, director and senior
officer  Options  shall be the lesser of five years or the term of their  office
plus 60 days,  employee  Options  the  lesser of five years or the term of their
employment  plus 60 days,  and other Option  Holders the lesser of five years or
the term of the  engagement  agreement plus 60 days.  Notwithstanding  any other
provisions  hereof,  unless otherwise  determined by the Stock Option Committee,
any Option granted to an officer,  director or more than 10%  shareholder of the
Company  hereunder  shall  not  become  exercisable  until at least  six  months
following the date of grant.  (e) Termination of Employment,  Death,  Disability
Etc. Except as otherwise  determined by the Stock Option  Committee,  each Stock
Option  agreement  will  provide as follows  with respect to the exercise of the
Option upon termination of the employment or the death of the Option Holder:

     (i)  Termination.  If the Option  Holder's  employment  or office  with the
     Company is terminated  within the Option Period for cause, as determined by
     the Company in its sole discretion, or if the Option Holder resigns without
     appropriate or agreed notice and agreed  termination terms, the Option will
     be void  for  all  purposes  immediately  upon  notice  of  termination  or
     resignation, as the case may be, unless otherwise agreed by the Company. As
     used in this Section, "cause" means a gross violation, as determined by the
     Company,  of the  Company's  established  policies and  procedures.  If the
     Option Holder is terminated for another  reason,  not  contemplated in this
     agreement,  then the Option shall be exercisable,  as to the vested portion
     only on the date of termination, for a period of 30 days after termination,
     except as otherwise  permitted by the Stock Option  Committee or the Option
     agreement and not to exceed the Option  Period.  The effect of this Section
     will be  limited to  determining  the  consequences  of a  termination  and
     nothing in this  Section  will  restrict or  otherwise  interfere  with the
     Company's discretion with respect to the termination of any employee.

     (ii)Death or Disability. If the Option Holder's employment with the Company
     is terminated within the Option Period because of the Option Holder's death
     or  disability  (within the meaning of Code Section  22(e)) the Option will
     remain exercisable, to the extent that it was vested and exercisable on the
     date of the Option  Holder's  death or  disability,  for a period of twelve
     months after such date; provided,  however, that in no event may the Option
     be exercised after the expiration of the Option Period. (iii) Non-Employees
     or non-Office  Holders.  For all purposes  under this Section,  an Eligible
     Participant  who is not an employee or office holder of the Company will be
     considered to have a termination at the conclusion of the relevant contract
     or upon  notice by the  Company  of  termination  for  default or breach of
     agreement.  If the  contract is  terminated  for breach or default then the
     Option shall terminate immediately. Otherwise the Option shall terminate in
     accordance with its terms or sections 6.2(c)(iii) and 6.2(d) above.

(f) Transferability of Option. Each stock option agreement will provide that the
Option and exercise  rights granted  therein are not  transferable or subject to
assignment  or lien for  security  purposes by the Option  Holder  except to the
Option  Holder's  legal  representative,  his estate,  a family  corporation  or
personal holding  corporation,  a bona fide lender or in such other circumstance
as the Stock Option  Committee  may approve,  subject to legal advice and at its
sole unfettered  discretion which may be exercised contrary without reason. Each
assignment  of an interest  in an Option  must be  approved  before such will be
enforceable.  (g)  Exercise,  Payments,  Etc. Each stock option  agreement  will
provide that the method for exercising the Option granted will be by delivery to
the  office  of  the  Corporate  Secretary  of the  Company  of  written  notice
specifying the particular  Option (or portion  thereof) that is being  exercised
and the  number  of Shares  with  respect  to which  such  Option is  exercised,
together  with  payment  of the Option  Price.  Such  notice  shall be in a form
satisfactory to the Stock Option  Committee.  The exercise of the Option will be
deemed  effective  upon receipt of such notice by the  Corporate  Secretary  and
payment to the Company of the Option Price. The purchase of such Stock will take
place at the principal  offices of the Company upon  delivery of such notice.  A
properly  executed  certificate or certificates  representing  the Stock will be
issued by the Company and delivered to the Option Holder.  Unless  restricted by
the Option  agreement,  the exercise price shall be paid by any of the following
methods or any combination of the following methods:

     (i)  in cash;
     (ii) by cashier's check, certified check, or other acceptable banker's note
     payable to the order of the Company;  (iii) by net exercise  notice whereby
     the Option Holder will authorize the return to the Plan pool, and deduction
     from the Option  Holder's Stock Option,  of sufficient  Option Shares whose
     net value (Share Fair Value less Option  exercise  price) is  sufficient to
     pay the Option Price of the Shares exercised.  The Fair Value of the Shares
     of the Option to be returned to the Plan pool as payment will be determined
     by the  closing  price  of the  Company's  Shares  on the  date  notice  is
     delivered; (iv) by delivery to the Company of a properly executed notice of
     exercise  together  with  irrevocable  instructions  (referred  to  in  the
     industry  as  `delivery  against  payment')  to a broker to  deliver to the
     Company promptly the amount of the proceeds of the sale of all or a portion
     of the Stock or of a loan from the broker to the Option Holder necessary to
     pay the exercise  price;  or (v) such other method as the Option Holder and
     the Stock Option Committee may determine as adequate  including delivery of
     acceptable securities  (including  securities of the Company),  set-off for
     wages or invoices due, property, or other adequate value.

In the  discretion  of the Stock Option  Committee,  the Company may guarantee a
third-party  loan  obtained by an Option Holder to pay part or all of the Option
Price of the Shares provided that such loan or the Company's guaranty is secured
by the Shares.

(h) Date of Grant.  An Option will be  considered  as having been granted on the
date  specified  in the grant  resolution  of the Stock  Option  Committee.  6.3
Stockholder Privileges.  Prior to the exercise of the Option and the transfer of
Shares  to the  Option  Holder,  an  Option  Holder  will  have no  rights  as a
stockholder  with  respect to any Shares  subject to any Option  granted to such
person under this Plan and,  until the Option  Holder  becomes the holder of the
record of such Stock, no  adjustments,  other than those described in Section 4,
will be made for dividends or other distributions or other rights to which there
is a record date  preceding  the date such Option  Holder  becomes the holder of
record of such Stock.

                                    SECTION 7

IV.      RIGHTS OF EMPLOYEES AND OPTION HOLDERS

7.1 Employment.  Nothing contained in the Plan or in any Option will confer upon
any  Eligible  Participant  any  right  with  respect  to  the  continuation  of
employment  by the  Company,  or  interfere  in any way  with  the  right of the
Company,  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 such Eligible  Participant form the rate in existence at the
time of the grant of an Option.

                                    SECTION 8

V.       GENERAL RESTRICTIONS

8.1  Investment  representations.  The Company may require any person to whom an
Option is granted,  as a condition of exercising  such Option or receiving Stock
under the Option, to give written assurances, in substance and form satisfactory
to the Company and its counsel,  to the effect that such person is acquiring the
Stock subject to the Option for his own account for  investment and not with any
present  intention  of selling and to such other  effects as the  Company  deems
necessary or appropriate  in order to comply with U.S. and Canadian  federal and
applicable  state  and  provincial  securities  laws.  Legends  evidencing  such
restrictions may be placed on the certificates evidencing the Stock.

8.2  Compliance  with  Securities  Laws.  Each  Option  will be  subject  to the
requirement  that if at any time  counsel  to the  Company  determines  that the
listing, registration or qualification of the Shares subject to such Option upon
any  securities  exchange  or under any U.S. or  Canadian  provincial,  state or
federal law, or the consent or approval of any  governmental or regulatory body,
is necessary as a condition of, or in connection  with, the issuance or purchase
of Shares  thereunder,  such  Option  may not be  exercised  in whole or in part
unless such listing, registration,  qualification, consent or approval will have
been  effected  or  obtained  on  conditions  acceptable  to  the  Stock  Option
Committee.  Nothing herein will be deemed to require the Company to apply for or
to obtain such listing, registration or qualification.

                                    SECTION 9

VI.      OTHER EMPLOYEE BENEFITS

9.1 Benefits and Taxes. The amount of any compensation  deemed to be received by
an Option  Holder as a result of the  exercise of an Option will not  constitute
"earnings"  with  respect to which any other  employee  benefits  of such Option
Holder are determined,  including without limitation benefits under any pension,
profit  sharing,  life  insurance  or  salary  continuation  plan.  Any  taxable
consequences of any Option are entirely the  responsibility of the Option Holder
and no  contribution  shall be  required  of the Company  and,  further,  if the
Company  should  suffer  liability for unpaid taxes of an Option Holder then the
full amount of such shall be a debt of the Option Holder to the Company  payable
immediately  and for which the Company may seek judgment and, before judgment or
process,  may  set-off  against  any  amounts  due to the  Option  Holder or may
recover,  again  before  judgment or process,  by exercise of any Options of the
Option  Holder on the Option  Holder's  behalf,  at the  discretion of the Stock
Option Committee.

                                   SECTION 10

VII.     PLAN AMENDMENT, MODIFICATION AND TERMINATION

10.1 Amendment.  The Board may at any time terminate and, from time to time, may
amend or modify the Plan provided,  however,  that no amendment or  modification
may become  effective  without  approval of the amendment or modification by the
stockholders,  if stockholder approval is required to enable the Plan to satisfy
any  applicable  statutory  requirements,  or if the  Company,  on the advice of
counsel,   determines  that  stockholder  approval  otherwise  is  necessary  or
desirable.

                  No amendment,  modification or termination of the Plan will in
any manner  adversely  affect any Options  theretofore  granted  under the Plan,
without the consent of the Option Holders holding such Options.

                                   SECTION 11

                                   WITHHOLDING

11.1 Withholding  Requirement.  The Company's obligations to deliver Shares upon
the exercise of an Option will be subject to the Option Holder's satisfaction of
all  applicable  federal,  state and  local  income  and  other tax  withholding
requirements.

11.2  Withholding  With Stock. At the time an Option is granted the Stock Option
Committee, in its sole discretion,  may permit the Option Holder to pay all such
amounts of tax  withholding,  or any part thereof,  that is due upon exercise of
the  Option  by such  adjustments  as the  Stock  Option  Committee  determines,
including adjustment to a net exercise price or adjustment to the Option Price.

                                   SECTION 12

                             BROKERAGE ARRANGEMENTS

12.1 Brokerage.  The Stock Option Committee,  in its discretion,  may enter into
arrangements with one or more banks, brokers or other financial  institutions to
facilitate the  disposition  of shares  acquired upon exercise of Stock Options,
including,  without  limitation,  arrangements for the simultaneous  exercise of
Stock Options and sale of the Shares acquired upon such exercise.

                                   SECTION 13

VIII.    NONEXCLUSIVITY OF THE PLAN

13.1 Other Plans. The adoption of the Plan by the Board will not be construed as
creating  any  limitations  on the power or authority of the Board to adopt such
other or additional  incentive or other  compensation  arrangements  of whatever
nature as the Board may deem  necessary  or  desirable  or preclude or limit the
continuation  of any other  plan,  practice  or  arrangement  for the payment of
compensation or fringe benefits to employees generally, or to any class or group
of employees,  that the Company or any Affiliated  Corporation  now has lawfully
put into effect, including, without limitation, any retirement, pension, savings
and stock purchase plan, insurance,  death and disability benefits and executive
short-term incentive plans.

                                   SECTION 14

IX.      REQUIREMENTS OF LAW

14.1  Requirements  of Law.  The  insurance  of Stock  and the  payment  of cash
pursuant  to the  Plan  will  be  subject  to all  applicable  laws,  rules  and
regulations.
14.2 Governing  Law. The Plan and all agreements  hereunder will be construed in
accordance with and governed by the laws of the State of Delaware. SECTION 15

                              DURATION OF THE PLAN

15.1  Termination.  The Plan will terminate at such time as may be determined by
the Board, and no Option will be granted after such  termination.  If not sooner
terminated under the preceding sentence, the Plan will fully cease and expire at
midnight  on June  17th,  2009.  Options  outstanding  at the  time of the  Plan
termination may continue to be exercised in accordance with their terms.