PARADISE TAN INC.
                               STOCK OPTION GRANT

     This certifies that for value received, DANIEL G. BRODER, hereinafter
called the "Optionee", has been granted the option (the "Option") to purchase
5,000,000 shares of Common Stock of Paradise Tan Inc. (the "Company"), at an
exercise price of $0.10 per share (the "Exercise Price"), which represents the
fair market value of the Common Stock on the date of grant. This Option will
expire the earlier of: (a) Noon Central Standard Time on September 25, 2013; or
(2) the death of the Optionee. This Option may be exercised in part or in whole
at any time or from time to time. This Option is non-transferable during the
life of the Optionee for any reason. Any purported transfer by the Optionee will
render this Option null and void.

     The Optionee may exercise this Option by delivering to the Company in
writing this Option Agreement with the attached notice of exercise fully
completed, indicating the number of shares of Common Stock to be exercised
accompanied by a payment by certified check, cash or other form of payment
acceptable to the Company of the aggregate Exercise Price for the shares
purchased. If less than all the shares subject to this Option are exercised, the
Company will issue to the Optionee a replacement Option containing identical
terms and conditions to this Option for the number of shares remaining to be
exercised. All shares issued under this Option will be "restricted stock" as
that term is defined in Rule 144 promulgated by the Securities and Exchange
Commission.

     If at any time after the date of grant of this Option, the Company shall,
by stock dividend, split-up, combination, reclassification or exchange, or
through merger or consolidation, or otherwise, change its shares of Common Stock
into a different number or kind of class of shares or other securities or
property, then the number of shares covered by this Option and the Exercise
Price of each such share shall be proportionately adjusted for any such change
by the Board of Directors whose determination shall be conclusive. Any fraction
of a share resulting from any adjustment shall be eliminated and the price per
share of the remaining shares subject to this option adjusted accordingly.

WITNESS the signature of the duly authorized officers of the Company.

                                              Paradise Tan Inc.

Date of Original Issuance: __________     By: /s/ Ron Schaefer
                                              ----------------
                                              Ron Schaefer, President

                                          By: /s/ Dan Sturdivant
                                              ------------------
                                              Dan Sturdivant, Secretary

<PAGE>

EXHIBIT  "A"

                                  EXERCISE FORM

          (To be Executed If Optionee Desires to Exercise the Options)


TO:  Paradise Tan, Inc.


     The undersigned, being the Optionee of certain options ("Options") to
purchase shares of common stock of Paradise Tan, Inc. (the "Company" and the
"Shares"), under the conditions thereof, hereby exercises Options to purchase
__________________ Shares evidenced by the within Option Agreement, and herewith
makes payment of the exercise price in full in cash or immediately available
funds. Kindly issue all Shares to the undersigned and deliver them to the
undersigned at the address stated below. If such number of Shares shall not be
all of the Shares purchasable under the within Option Agreement, please issue a
new Option Agreement of like tenor for the balance of the remaining Shares
purchasable hereunder to be delivered to the undersigned at the address stated
below.

     By signing below, the Undersigned acknowledges that he has received such
financial and other information to his satisfaction regarding the Company as he
requires to make an informed investment decision. The Undersigned has had the
opportunity to ask questions and receive answers from the Company regarding the
Shares and the Company. The Undersigned further acknowledges that he is aware
that the Shares issued pursuant to this exercise are restricted from transfer.


                                 Name:      __________________________________
                                           (Please Print)


                                 Address:   __________________________________

                                 Signature: __________________________________

Dated _____________________



                                PARADISE TAN INC.
                               STOCK OPTION GRANT

     This certifies that for value received, DAVID RUTKOSKE, hereinafter called
the "Optionee", has been granted the option (the "Option") to purchase 5,000,000
shares of Common Stock of Paradise Tan Inc. (the "Company"), at an exercise
price of $0.10 per share (the "Exercise Price"), which represents the fair
market value of the Common Stock on the date of grant. This Option will expire
the earlier of: (a) Noon Central Standard Time on September 25, 2013; or (2) the
death of the Optionee. This Option may be exercised in part or in whole at any
time or from time to time. This Option is non-transferable during the life of
the Optionee for any reason. Any purported transfer by the Optionee will render
this Option null and void.

     The Optionee may exercise this Option by delivering to the Company in
writing this Option Agreement with the attached notice of exercise fully
completed, indicating the number of shares of Common Stock to be exercised
accompanied by a payment by certified check, cash or other form of payment
acceptable to the Company of the aggregate Exercise Price for the shares
purchased. If less than all the shares subject to this Option are exercised, the
Company will issue to the Optionee a replacement Option containing identical
terms and conditions to this Option for the number of shares remaining to be
exercised. All shares issued under this Option will be "restricted stock" as
that term is defined in Rule 144 promulgated by the Securities and Exchange
Commission.

If at any time after the date of grant of this Option, the Company shall, by
stock dividend, split-up, combination, reclassification or exchange, or through
merger or consolidation, or otherwise, change its shares of Common Stock into a
different number or kind of class of shares or other securities or property,
then the number of shares covered by this Option and the Exercise Price of each
such share shall be proportionately adjusted for any such change by the Board of
Directors whose determination shall be conclusive. Any fraction of a share
resulting from any adjustment shall be eliminated and the price per share of the
remaining shares subject to this option adjusted accordingly.

WITNESS the signature of the duly authorized officers of the Company.

                                              Paradise Tan Inc.

Date of Original Issuance: __________     By: /s/ Ron Schaefer
                                              ----------------
                                              Ron Schaefer, President

                                          By: /s/ Dan Sturdivant
                                              ------------------
                                              Dan Sturdivant, Secretary

<PAGE>

EXHIBIT  "A"

                                  EXERCISE FORM

     (To  be  Executed  If  Optionee  Desires  to  Exercise  the  Options)


TO:  Paradise Tan, Inc.


     The undersigned, being the Optionee of certain options ("Options") to
purchase shares of common stock of Paradise Tan, Inc. (the "Company" and the
"Shares"), under the conditions thereof, hereby exercises Options to purchase
__________________ Shares evidenced by the within Option Agreement, and herewith
makes payment of the exercise price in full in cash or immediately available
funds. Kindly issue all Shares to the undersigned and deliver them to the
undersigned at the address stated below. If such number of Shares shall not be
all of the Shares purchasable under the within Option Agreement, please issue a
new Option Agreement of like tenor for the balance of the remaining Shares
purchasable hereunder to be delivered to the undersigned at the address stated
below.

     By signing below, the Undersigned acknowledges that he has received such
financial and other information to his satisfaction regarding the Company as he
requires to make an informed investment decision. The Undersigned has had the
opportunity to ask questions and receive answers from the Company regarding the
Shares and the Company. The Undersigned further acknowledges that he is aware
that the Shares issued pursuant to this exercise are restricted from transfer.


                                 Name:      __________________________________
                                           (Please Print)


                                 Address:   __________________________________

                                 Signature: __________________________________

Dated _____________________


                                PARADISE TAN INC.
                               STOCK OPTION GRANT

     This certifies that for value received, RONALD SCHAEFER, hereinafter called
the "Optionee", has been granted the option (the "Option") to purchase 5,000,000
shares of Common Stock of Paradise Tan Inc. (the "Company"), at an exercise
price of $0.10 per share (the "Exercise Price"), which represents the fair
market value of the Common Stock on the date of grant. This Option will expire
the earlier of: (a) Noon Central Standard Time on September 25, 2013; or (2) the
death of the Optionee. This Option may be exercised in part or in whole at any
time or from time to time. This Option is non-transferable during the life of
the Optionee for any reason. Any purported transfer by the Optionee will render
this Option null and void.

     The Optionee may exercise this Option by delivering to the Company in
writing this Option Agreement with the attached notice of exercise fully
completed, indicating the number of shares of Common Stock to be exercised
accompanied by a payment by certified check, cash or other form of payment
acceptable to the Company of the aggregate Exercise Price for the shares
purchased. If less than all the shares subject to this Option are exercised, the
Company will issue to the Optionee a replacement Option containing identical
terms and conditions to this Option for the number of shares remaining to be
exercised. All shares issued under this Option will be "restricted stock" as
that term is defined in Rule 144 promulgated by the Securities and Exchange
Commission.

If at any time after the date of grant of this Option, the Company shall, by
stock dividend, split-up, combination, reclassification or exchange, or through
merger or consolidation, or otherwise, change its shares of Common Stock into a
different number or kind of class of shares or other securities or property,
then the number of shares covered by this Option and the Exercise Price of each
such share shall be proportionately adjusted for any such change by the Board of
Directors whose determination shall be conclusive. Any fraction of a share
resulting from any adjustment shall be eliminated and the price per share of the
remaining shares subject to this option adjusted accordingly.

WITNESS the signature of the duly authorized officers of the Company.

                                              Paradise Tan Inc.

Date of Original Issuance: __________     By: /s/ Ron Schaefer
                                              ----------------
                                              Ron Schaefer, President

                                          By: /s/ Dan Sturdivant
                                              ------------------
                                              Dan Sturdivant, Secretary

<PAGE>

EXHIBIT  "A"

                                  EXERCISE FORM

          (To be Executed If Optionee Desires to Exercise the Options)


TO:  Paradise Tan, Inc.


     The undersigned, being the Optionee of certain options ("Options") to
purchase shares of common stock of Paradise Tan, Inc. (the "Company" and the
"Shares"), under the conditions thereof, hereby exercises Options to purchase
__________________ Shares evidenced by the within Option Agreement, and herewith
makes payment of the exercise price in full in cash or immediately available
funds. Kindly issue all Shares to the undersigned and deliver them to the
undersigned at the address stated below. If such number of Shares shall not be
all of the Shares purchasable under the within Option Agreement, please issue a
new Option Agreement of like tenor for the balance of the remaining Shares
purchasable hereunder to be delivered to the undersigned at the address stated
below.

     By signing below, the Undersigned acknowledges that he has received such
financial and other information to his satisfaction regarding the Company as he
requires to make an informed investment decision. The Undersigned has had the
opportunity to ask questions and receive answers from the Company regarding the
Shares and the Company. The Undersigned further acknowledges that he is aware
that the Shares issued pursuant to this exercise are restricted from transfer.


                                 Name:      __________________________________
                                           (Please Print)


                                 Address:   __________________________________

                                 Signature: __________________________________

Dated _____________________


                                PARADISE TAN INC.
                               STOCK OPTION GRANT

     This certifies that for value received, DAN STURDIVANT, hereinafter called
the "Optionee", has been granted the option (the "Option") to purchase 5,000,000
shares of Common Stock of Paradise Tan Inc. (the "Company"), at an exercise
price of $0.10 per share (the "Exercise Price"), which represents the fair
market value of the Common Stock on the date of grant. This Option will expire
the earlier of: (a) Noon Central Standard Time on September 25, 2013; or (2) the
death of the Optionee. This Option may be exercised in part or in whole at any
time or from time to time. This Option is non-transferable during the life of
the Optionee for any reason. Any purported transfer by the Optionee will render
this Option null and void.

     The Optionee may exercise this Option by delivering to the Company in
writing this Option Agreement with the attached notice of exercise fully
completed, indicating the number of shares of Common Stock to be exercised
accompanied by a payment by certified check, cash or other form of payment
acceptable to the Company of the aggregate Exercise Price for the shares
purchased. If less than all the shares subject to this Option are exercised, the
Company will issue to the Optionee a replacement Option containing identical
terms and conditions to this Option for the number of shares remaining to be
exercised. All shares issued under this Option will be "restricted stock" as
that term is defined in Rule 144 promulgated by the Securities and Exchange
Commission.

If at any time after the date of grant of this Option, the Company shall, by
stock dividend, split-up, combination, reclassification or exchange, or through
merger or consolidation, or otherwise, change its shares of Common Stock into a
different number or kind of class of shares or other securities or property,
then the number of shares covered by this Option and the Exercise Price of each
such share shall be proportionately adjusted for any such change by the Board of
Directors whose determination shall be conclusive. Any fraction of a share
resulting from any adjustment shall be eliminated and the price per share of the
remaining shares subject to this option adjusted accordingly.

WITNESS the signature of the duly authorized officers of the Company.

                                              Paradise Tan Inc.

Date of Original Issuance: __________     By: /s/ Ron Schaefer
                                              ----------------
                                              Ron Schaefer, President

                                          By: /s/ Dan Sturdivant
                                              ------------------
                                              Dan Sturdivant, Secretary

<PAGE>

EXHIBIT  "A"

                                  EXERCISE FORM

          (To be Executed If Optionee Desires to Exercise the Options)


TO:  Paradise Tan, Inc.


     The undersigned, being the Optionee of certain options ("Options") to
purchase shares of common stock of Paradise Tan, Inc. (the "Company" and the
"Shares"), under the conditions thereof, hereby exercises Options to purchase
__________________ Shares evidenced by the within Option Agreement, and herewith
makes payment of the exercise price in full in cash or immediately available
funds. Kindly issue all Shares to the undersigned and deliver them to the
undersigned at the address stated below. If such number of Shares shall not be
all of the Shares purchasable under the within Option Agreement, please issue a
new Option Agreement of like tenor for the balance of the remaining Shares
purchasable hereunder to be delivered to the undersigned at the address stated
below.

     By signing below, the Undersigned acknowledges that he has received such
financial and other information to his satisfaction regarding the Company as he
requires to make an informed investment decision. The Undersigned has had the
opportunity to ask questions and receive answers from the Company regarding the
Shares and the Company. The Undersigned further acknowledges that he is aware
that the Shares issued pursuant to this exercise are restricted from transfer.


                                 Name:      __________________________________
                                           (Please Print)


                                 Address:   __________________________________

                                 Signature: __________________________________

Dated _____________________