RIM.COM INC.

                             2000 STOCK OPTION PLAN

     I. Purpose

     This  2000  Stock  Option  Plan  is  intended  to  aid in  maintaining  and
developing strong management  through  encouraging the ownership of common stock
of Rim.Com Inc. by  employees  of and  consultants  to the  Corporation  through
stimulating  their  efforts  by giving  suitable  recognition,  in  addition  to
salaries and bonuses, to their ability and industry which contribute  materially
to the success of the Corporation's business interests.

     II. Definitions

     In this Plan,  except where the context otherwise  clearly  indicates,  the
following definitions apply:

     (1) "Board" means the Board of Directors of the Corporation.

     (2) "Corporation" means Rim.Com Inc., a Nevada  corporation,  or any entity
that, directly or indirectly,  through one or more intermediaries,  controls, is
controlled by or is under common control with Rim.Com Inc.

     (3) "Date of Grant" means the date on which the Board approves the grant of
the Option under this Plan to the Optionee.

     (4) "Incentive Stock Option" means any Option granted under this Plan which
complies  with the  provisions  of Section 422A of the Internal  Revenue Code of
1986, as amended from time to time (herein called the "Code").

     (4) "Key Employee" means any employee who is an officer or is employed in a
managerial,  professional or other key position (including directors who provide
services beyond the normal  activities of a director);  provided,  however,  the
term  "Key  Employee"  shall  not  include  any  employee   (hereinafter  called
"Shareholder  Employee") of the Corporation who, at the date of grant, owns more
than ten  percent  (10%) of the total  combined  voting  power of all classes of
stock of the Corporation (or its parent or subsidiary,  if applicable).  For the
purposes of this  limitation,  an employee  shall be considered as owning Shares
owned  directly  or  indirectly  by or for his  brothers  and  sisters,  spouse,
ancestors and lineal  descendants;  and stock owned directly or indirectly by or
for a  corporation,  partnership,  estate or trust shall be  considered as being
owned proportionately by or for its shareholders, partners or beneficiaries.

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     (5)  "Non-Qualified  Stock Option" means any Option granted under this Plan
which does not qualify in whole or in part as an "incentive  stock option" under
the provisions of Section 422A of the Code.

     (6) "Option" means a common stock option granted pursuant to the Plan.

     (7)  "Optionee"  means a person or entity to whom a common  stock option is
granted under this Plan, including, but not limited to, a Key Employee.

     (8) "Plan" means this 2000 Stock Option Plan.

     (9)  "Share"  means a share of the  $.001  par  value  common  stock of the
Corporation  that has been  previously  authorized  but unissued,  or issued and
reacquired by the Corporation.

     (10)  "Value"  means the  arithmetic  mean  between the bid and asked price
published by the National Association of Securities Dealers,Inc.  (or registered
securities  exchange  or NASDAQ,  if  appropriate)  of the Shares on the date of
grant, or if not available for that day, then the next earliest preceding day in
which the price is  available.  If the Shares should become listed on a national
registered  securities  exchange,  then the Value shall be the reported  closing
price for the day in question.  In all other cases,  the Value shall be the fair
market value determined by the method the Board deems reasonable. Value shall be
determined  without  regard  to  securities  law  restrictions,   or  any  other
restriction which by its terms will lapse.

     III. Term of Plan

     This Plan shall become  effective upon its adoption by the Board.  It shall
continue  in  effect  for a term of ten years  unless  sooner  terminated  under
Article XII.  This Plan shall remain in effect after its term for the purpose of
administration  of any Option  granted  pursuant  to its  provisions.  No Option
granted  during the term of the Plan shall be  adversely  affected by the end of
the term of this Plan.  Options must be granted  within ten years of the date on
which the Plan is adopted or the date the Plan is approved by the  stockholders,
whichever is earlier.

     IV. Shares to Be Optioned

     The maximum number of Shares which may be optioned and sold under this Plan
is  3,000,000  Shares.  If Options  granted  under this Plan shall  terminate or
expire  without  being wholly  exercised,  new Options may be granted under this
Plan  covering  the number of Shares to which  such  termination  or  expiration
relates.

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     V. Administration of the Plan

     The  Plan  shall  be   administered  by  the  Board  of  Directors  of  the
Corporation, or a committee of Board members, if such is appointed.


     VI. Incentive Stock Options

     One or more  Incentive  Stock Options may be granted to any Optionee  under
this Plan.  Each  Incentive  Stock Option granted under this Article VI shall be
subject to the following conditions except as provided in Article VI(7) below:

     (1) The aggregate Value  (determined at the time the Incentive Stock Option
is granted) of the Shares for which any Key  Employee  may be granted  Incentive
Stock Options in any calendar year under all Incentive Stock Option plans of the
Corporation shall not exceed $100,000.

     (2) The Option  price shall be at least one hundred  percent  (100%) of the
Value of the  Share  at the  date of  grant;  or,  in the case of a  Shareholder
Employee  as defined in Article  II(5),  the Option  price shall be at least one
hundred ten percent (110%) of the Value of the Share at the Date of Grant.

     (3) During the Optionee's  lifetime,  Incentive Stock Options granted under
this Article VI may not be sold, pledged, assigned or transferred in any manner,
and may be exercised  during lifetime only by the Optionee.  Any Incentive Stock
Option that is  exercisable  after the  Optionee's  death is  exercisable by the
person or persons to whom his rights  under the Option shall have passed by will
or the laws of descent and distribution.

     (4) Each  Incentive  Stock  Option  granted  under this Article VI shall be
exercised during the period beginning one year from the Date of Grant and ending
on the ten (10) year anniversary of the Date of Grant; provided, however, that a
Shareholder  Employee as defined in Article II(5) must  exercise each  Incentive
Stock Option during the period  beginning one year from Date of Grant and ending
on the five (5) year anniversary of the Date of Grant.

     (5) An Incentive  Stock Option  shall be exercised  when written  notice of
such exercise is given to the  Corporation at its principal  business  office by
the Optionee and full payment for the Shares with respect to which the Option is
exercised has been received by the Corporation. Until the Incentive Stock Option
is properly  exercised and the exercise price paid to the Corporation,  no right
to vote or receive  dividends or any other rights as a  stockholder  shall exist
with respect to the optioned Shares  notwithstanding the exercise of the Option.

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No  adjustment  will be made for a dividend or other rights for which the record
date is prior to the date that the stock certificate is issued.  Payment for the
Shares shall be made with cash,  previously acquired Shares having a Value equal
to the Option price, or previously  acquired Shares having a Value less than the
Option price,  plus cash. Upon exercise of an Incentive Stock Option and payment
of the purchase price,  the  Corporation  shall promptly issue the Shares to the
Optionee.

     (6) In the event an  Optionee  who is an Employee  of the  Corporation  who
during his lifetime ceases to be employed by the Corporation for any reason, any
Incentive  Stock  Option or  unexercised  portion  thereof  which was  otherwise
exercisable  on the  date of  termination  of  employment  shall  expire  unless
exercised  within a period  of three  (3)  months  from the date his  employment
terminates, but in no event later than ten (10) years from the Date of Grant. In
the event of the death of an Optionee  (who is an  employee of the  Corporation)
during the three (3) month period,  the Incentive  Stock Option may be exercised
by the person or persons to whom his rights  under the Option  passed by will or
laws of descent and  distribution  to the same extent and during the same period
that the  Optionee  could have  exercised  the  Incentive  Stock  Option had the
Optionee not died. If an Optionee dies while  employed by the  Corporation,  any
Option or  unexercised  portion  thereof which was otherwise  exercisable at the
time of the Optionee's  death may be exercised  within twelve (12) months of the
Optionee's  death,  but in no event  later  than ten (10) years from the Date of
Grant,  by the person or persons to whom his rights  under the Option  passed by
will or laws of  descent of  distribution.  In the event an  Optionee  who is an
Employee of the Corporation ceases to be employed by the Corporation  because he
has become "disabled" as defined by Section 22(e)3 of the Internal Revenue Code,
as amended, such Optionee may exercise any Option or unexercised portion thereof
within 12 months from the date his employment terminates,  but in no event later
than ten (10) years from the Date of Grant. An Optionee's  continuous employment
shall  not  be  deemed  interrupted  by a  leave  of  absence  approved  by  the
Corporation.

     (7) All of the above notwithstanding, in the event that any Incentive Stock
Option  granted  under this  Article VI fails to qualify as an  incentive  stock
option as defined in  Section  422A of the  Internal  Revenue  Code of 1954,  as
amended, for any reason whatsoever,  such option shall automatically,  effective
as of the date of grant, be a Non-qualified Stock Option, with the same exercise
terms as originally  granted except that all  limitations  herein which apply to
qualification as an Incentive Stock Option,  including but not limited to, terms
concerning employment and valuation, shall be inapplicable.

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     VII. Non-qualified Stock Options

     One or more  Non-qualified  Stock  Options  may be granted to any  Optionee
under this Plan. Each Non-qualified  Stock Option granted under this Article VII
shall be subject to the following conditions:

     (1)  The  number  of  Shares   which  may  be  acquired   pursuant  to  any
Non-qualified Stock Option or Options granted to an Optionee during any calendar
year shall not exceed 750,000 Shares.

     (2) The Option price shall be at least fifty  percent (50%) of the Value of
the Share at the Date of Grant.

     (3) During the Optionee's  lifetime,  Non-qualified  Stock Options  granted
under this Article VII may not be sold, pledged,  assigned or transferred in any
manner,  and  may be  exercised  during  the  Optionee's  lifetime  only  by the
Optionee.  Any  Option  that  is  exercisable  after  the  Optionee's  death  is
exercisable  by the person or persons to whom his rights  under the Option shall
have passed by will or the laws of descent and distribution.

     (4) Each Non-qualified Stock Option granted under this Article VII shall be
exercised during the period beginning on the Date of Grant and ending on the ten
(10) year anniversary of the Date of Grant.

     (5) A Non-qualified  Stock Option shall be exercised when written notice of
such exercise is given to the  Corporation at its principal  business  office by
the Optionee and full payment for the Shares with respect to which the option is
exercised has been received by the Corporation.  Until the issuance of the stock
certificates,  no right to vote or to receive dividends or any other rights as a
stockholder shall exist with respect to the optioned Shares  notwithstanding the
exercise  of the  Option.  No  adjustment  will be made for a dividend  or other
rights for which the record date is prior to the date that the stock certificate
is issued.  Payment for the Shares shall be made with cash,  previously acquired
Shares having a Value equal to the Option price,  or previously  acquired Shares
having a Value  less  than  the  Option  price,  plus  cash.  Upon  exercise  of
Non-qualified  Stock Option and payment of the purchase  price,  the Corporation
shall promptly issue the Shares to the Optionee.

     (6) In the event an  Optionee  who is an Employee  of the  Corporation  who
during his lifetime ceases to be employed by the Corporation for any reason, any
Non-qualified  Stock Option or unexercised  portion  thereof which was otherwise
exercisable  on the  date of  termination  of  employment  shall  expire  unless
exercised  within a period  of three  (3)  months  from the date his  employment
terminates, but in no event later than ten (10) years from the Date of Grant. In
the event of the death of an Optionee  (who is an  employee of the  Corporation)

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during  the  three (3) month  period,  the  Non-qualified  Stock  Option  may be
exercised by the person or persons to whom his rights under the Option passed by
will or laws of descent and  distribution to the same extent and during the same
period that the Optionee could have exercised the Non-qualified Stock Option had
the Optionee not died.  If an Optionee dies while  employed by the  Corporation,
any  Non-qualified  Stock  Option  or  unexercised  portion  thereof  which  was
otherwise  exercisable  at the time of the  Optionee's  death  may be  exercised
within twelve (12) months of the  Optionee's  death,  but in no event later than
ten (10)  years  from the Date of Grant,  by the  person or  persons to whom his
rights under the Option  passed by will or laws of descent or  distribution.  An
Optionee's  continuous  employment shall not be deemed interrupted by a leave of
absence approved by the Corporation.

     VIII. Exercise of Options - Stock Appreciation Rights

     (1) The Board may by separate agreement, in conjunction with all or part of
any Option granted under the Plan, either at the time of grant of such Option or
at any  subsequent  time  during the term of the  Option,  permit an Optionee to
exercise the Option in an alternative  manner based on the appreciated  value of
the Corporation's common stock subject to Option ("Stock  Appreciation  Right");
provided,  however,  that no Stock Appreciation Right granted to an Optionee who
is an officer of the  Corporation  shall be exercisable  during the twelve month
period following the Date of Grant,  except that such limitation shall not apply
in the event of death or physical disability of such Optionee occurring prior to
the  expiration of such twelve month period.  Stock  Appreciation  Rights may be
exercised  by an  Optionee by  surrendering  the  related  Option or  applicable
portion  thereof.  Upon such  exercise  and  surrender,  the  Optionee  shall be
entitled to receive the value of such Stock  Appreciation  Rights  determined in
the  manner  prescribed  in  this  Article  VIII.  Options  which  have  been so
surrendered, in whole or in part, shall no longer be exercisable.

     (2) The agreement  evidencing Stock Appreciation  Rights shall contain such
terms and conditions not inconsistent with other provisions of the Plan as shall
be determined from time to time by the Board, which may include the following or
the  agreement  evidencing  Stock  Appreciation  Rights may merely refer to this
Article VIII:

          (a) Stock  Appreciation  Rights shall be  exercisable  at such time or
times and only to the  extent  that the  Option to which  they  relate  shall be
exercisable.

          (b) Upon the exercise of Stock Appreciation  Rights, an Optionee shall
be  entitled  to receive  the Value  thereof,  which Value shall be equal to the
excess of the Value on the date of  exercise  of one share of common  stock over
the Option price per share  specified in the related  Option  multiplied  by the
number of Shares in respect of which the Stock  Appreciation  Rights  shall have
been  exercised.  The  Value  of  Shares  on  the  date  of  exercise  of  Stock

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Appreciation  Rights shall be  determined in the same manner as the Value of the
Shares on the Date of Grant of an Option is determined pursuant to Article II(4)
above.

          (c) Upon an exercise of Stock Appreciation  Rights, the Optionee shall
notify the Corporation of the form in which payment of the value thereof will be
made (i.e., cash, common stock, or any combination  thereof);  provided however,
in the case of Optionee  who is an officer of the  Corporation  or other  person
subject to Section 16(b) of the  Securities  Exchange Act of 1934, the Board may
at any time  impose any  limitations  upon the  exercise  of Stock  Appreciation
Rights  which,  in the Board's sole  discretion,  are  necessary or desirable in
order to comply with Section 16(b) and the rules and regulation  thereunder,  or
in order to obtain any exemption therefrom.

     (3) Upon the  exercise  of Stock  Appreciation  Rights,  the Option or part
thereof to which such Stock  Appreciation  Rights is related  shall be deemed to
have been exercised for the purpose of the limitation of the number of Shares of
common stock to be issued under the Plan as set forth in Article IV above. Stock
Appreciation  Rights shall be deemed  exercised  on the date  written  notice of
exercise is received by the secretary of the Corporation.

     IX. Adjustments Upon Changes in Capitalization

     Whenever a stock split or stock dividend  occurs,  (1) the number of Shares
that can  thereafter  be purchased,  and the Option price per Share,  under each
Option that has been granted  under this Plan and not  exercised,  and (2) every
number of Shares used in  determining  whether a particular  Option is grantable
thereafter, shall be appropriately adjusted.

     X. Corporate Transactions

     (1)  If the  Corporation  is  dissolved  or  liquidated,  or is  merged  or
consolidated  into or with  another  corporation,  other  than  by a  merger  or
consolidation  in which  the  Company  is the  surviving  corporation,  the then
exercisable  and  unexercised  Options  granted under the Plan may or may not be
exercisable  after  the  date  of  such  dissolution,   liquidation,  merger  or
consolidation,  as  determined  by the Board at the time of such event or at the
Date of Grant of the Option.

     (2)  Notwithstanding any provision of this Plan, the Board is authorized to
take such action  upon the Date of Grant of an Option or at any time  thereafter

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as it  determines  to be  necessary  or  advisable,  and fair and  equitable  to
Optionees,  with  respect to Options held by Optionees in the event of a sale or
transfer  of all or  substantially  all of the  Company's  assets,  or merger or
consolidation  (other than a merger or consolidation in which the Company is the
surviving  corporation  and no  shares  are  converted  into  or  exchanged  for
securities,  cash or any other thing of value).  Such action may include (but is
not limited to) the following:

          (a)  Accelerating  the  exercisability  of any  Option to  permit  its
exercise  in full during such  period as the  Committee  in its sole  discretion
shall  prescribe  following  the public  announcement  of a sale or  transfer of
assets or merger or consolidation.

          (b)  Permitting  an  Optionee,  at any time  during such period as the
Committee in its sole discretion  shall prescribe  following the consummation of
such a merger,  consolidation  or sale or transfer of assets,  to surrender  any
Option (or any portion thereof) to the Company for cancellation.

          (c) Requiring any Optionee,  at any time following the consummation of
such a merger,  consolidation or sale or transfer of assets,  if required by the
terms of the  agreements  relating  thereto,  to  surrender  any  Option (or any
portion  thereof)  to the  Company in return for a  substitute  Option  which is
issued  by  the  corporation  surviving  such  merger  or  consolidation  or the
corporation  which acquired such assets (or by an affiliate of such corporation)
and which the Committee,  in its sole discretion,  determines to have a value to
the Optionee substantially equivalent to the value to the Optionee of the Option
(or portion thereof) so surrendered.

     (4)  Subject to any action  which the  Committee  may take  pursuant to the
provisions of this Article X, in the event of any merger,  consolidation or sale
or  transfer  of  assets  referred  to in this  Article  X,  upon  any  exercise
thereafter of an Option,  and Optionee  shall,  at no additional cost other than
payment of the Option price,  be entitled to receive in lieu of Shares,  (i) the
number and class of Shares or other  security,  or (ii) the  amount of cash,  or
(iii)  property,  or (iv) a combination of the foregoing,  to which the Optionee
would have been entitled pursuant to the terms of such merger,  consolidation or
sale or transfer of assets,  if immediately  prior thereto the Optionee had been
the holder of record of the number of Shares for which such  Option  shall be so
exercised.

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     XI. Additional  Provisions  Applicable to Options and Certain Powers of the
Board

     The Board, in addition to any other powers granted it hereunder, shall have
the power, subject to the express provisions of the Plan:

     (1) To determine the provisions of the respective  Options other than those
provisions expressly stated or limited herein, which terms and provisions may be
set forth in Option agreements:

     (2) Without limiting the generality of the foregoing,  to provide in Option
agreements, in its discretion:

          (a)  For an  agreement  by the  Optionee  to  render  services  to the
Corporation  upon  such  terms  and  conditions  as  shall be  specified  in the
agreement.

          (b) For  restrictions  on the transfer,  sale, or  disposition  of the
stock to be issued to the Optionee upon the exercise of his Option.

     (3) To require,  whether or not  provided  for in the  pertinent  Option or
Option  agreement of any person  exercising an Option granted under the Plan, at
the time of such  exercise,  the  execution  of any  paper or the  making of any
representation  or the giving of any  commitment  when the Board  shall,  in its
discretion,  deem necessary or advisable by reason of the securities laws of the
United States or of any State.

     (4) To amend Options  previously  granted and outstanding  under this Plan,
but no  amendment to any Option  agreement  shall be made without the consent of
the Optionee if such  amendment  would  adversely  affect the  Optionee;  and no
amendment shall be made to any Option  agreement which would cause the inclusion
therein of any term or provisions  inconsistent with the Plan or Section 422A of
the Internal Revenue Code, as amended (if applicable).

     (5) To grant  Options  after  the date the  Plan is  adopted  provided  the
Options  granted  are  specifically  contingent  upon  approval  of this Plan by
holders of a majority of the Corporation's outstanding common stock.

     XII. Power to Amend or Terminate the Plan

     (1) The Board may  terminate  this Plan at any time, or amend or modify the
Plan without shareholder approval in such respects as it shall deem advisable in
order that Options granted to Key Employees  shall be "Incentive  Stock Options"
as defined in Section 422A of the Internal Revenue Code of 1954, as amended,  or

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to conform to any change in the law, or in order to comply  with the  provisions
of any rule or regulations  of the  Securities and Exchange  Commission or other
applicable  governmental  agency required to exempt the Plan or any transactions
under this Plan from the operation of Section 16(b) of the  Securities  Exchange
Act of 1934, as amended, or in any other respect which shall not be inconsistent
with the  provisions  of Section 422A of the Internal  Revenue Code of 1954,  as
amended, or Section 16(b) of the Securities Exchange Act of 1934, as amended.

     (2) The Board may terminate  this Plan.  Any  termination  shall not affect
stock options  already granted as those Options shall remain in force and effect
as if this Plan had not been terminated.  The termination or any modification or
amendment of this Plan shall not,  without the consent of the  Optionee,  affect
his rights under an Option previously granted to him.

     (3) Only with  shareholder  approval  can the  Board  amend the Plan in the
following areas:

          (a)  Increasing  the maximum  number of Shares that may be effectively
optioned, otherwise than through the making of an adjustment pursuant to Article
IX.

          (b) Changing the class of employees eligible for Options.

          (c) Decreasing the prices at which  previously  granted Options may be
exercised.

     XIII. Stockholder Approval

     This Plan  shall  become  effective  upon  receipt  by the  Corporation  of
approval  from the  holders of a majority  of the shares of common  stock of the
Corporation  entitled to vote thereon.  This Plan shall not be effective  unless
such consents are obtained within twelve (12) months before or after the Plan is
adopted.


                                        RIM.COM INC.


                                        By: /s/ Michael K. Hair
                                           -------------------------------------
                                           Michael K. Hair, President

Date Approved By Shareholders: March 24, 2000

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