RIM.COM INC.

                             STOCK OPTION AGREEMENT
                          UNDER 2000 STOCK OPTION PLAN

                                                    Date of Grant: April 6, 2000

     CONSULT  YOUR  PERSONAL TAX ADVISOR:  SUBSTANTIAL  TAX CONSE-  QUENCES WILL
RESULT FROM YOUR EXERCISE OF THIS STOCK OPTION

     Rim.Com Inc., a Nevada  corporation  (the  "Corporation")  hereby grants to
MERLIN W. GUNDERSON (the "Optionee"),  pursuant to the 2000 Stock Option Plan of
the  Corporation  (the "Plan") which is  incorporated  herein by  reference,  an
option to purchase a total of TWO HUNDRED  FIFTY  THOUSAND  (250,000)  Shares as
defined in the Plan (the "Option"), on the terms and conditions set forth in the
Plan and hereinafter.  This Option shall not be exercisable  later than April 5,
2010 (herein referred to as the "Expiration Date").

     1.  VESTING.  Subject to the terms and  conditions of this  Agreement,  the
Shares subject to this Option shall be fully vested and  exercisable as of April
6, 2001.

     2. OPTION  PRICE.  The Option  price for the 250,000  Shares of this Option
shall be $.30 per share.

     3.  TERMINATION.  This option and all rights  hereunder  to the extent such
rights shall not have been exercised shall terminate and become null and void if
the Optionee ceases to be a employee of the Company or its subsidiaries (whether
by resignation, retire- ment, dismissal, death or otherwise), except that (a) in
the event of the death or  disability  of the Optionee  while an employee of the
Company,  this  option  only to the extent  exercisable  at the date of death or
disability  may be  exercised  within the  applicable  period of time and by the
persons  indicated  in Article VII (6) of the Plan,  and (b) in the event of the
termination  of the  Optionee's  employment by the Company for any other reason,
this option only to the extent  exercisable at the date of such  termination may
be exercised  prior to the  expiration of three (3) months from the date of such
termination,  and shall terminate in all other respects; PROVIDED, HOWEVER, that
in no event may this option be exercised after the Expiration Date.

     4. EXERCISE.  This Option is exercisable  with respect to all, or from time
to time with respect to any portion, of the Shares described above which have at
that time become vested, by deliver- ing written notice of such exercise, in the
form  prescribed by the Board,  to the principal  office of the Secretary of the
Corporation.  Each such notice  shall be  accompanied  by payment in full of the
Option  price of such Shares.  The Board of Directors  may grant to the Optionee
the right to make payment for the Shares of this Option pursuant to Article VIII
of the Plan (i.e., with Stock Appreciation Rights).
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     5.  NON-TRANSFERABLE.  This Option shall during the Optionee's  lifetime be
exercisable  only by the  Optionee,  and  neither  this  Option  nor  any  right
thereunder  shall  be  transferable  except  by  will or  laws  of  descent  and
distribution,  or be subject to attachment,  execution or other similar process.
In the  event of any  attempt  by the  Optionee  to  alienate,  assign,  pledge,
hypothecate or otherwise dispose of the Option or any right  thereunder,  except
as provided for herein, or in the event of the levy of any attachment, execution
or similar process upon the rights or interest hereby conferred, the Corporation
may  terminate  this  Option by notice to the  Optionee  and this  Option  shall
thereupon become null and void.

     6. LEGAL RESTRICTIONS. If the sale of the Shares purchased hereunder is not
registered under the Securities Act of 1933, but an exemption is available which
requires an investment or other representation, the Optionee shall represent and
agree at the time of exercise  that the Shares being  acquired  upon  exercising
this Option are being acquired for investment,  and not with view to the sale or
distribution  thereof, and shall make such other representa- tions as are deemed
necessary or appropriate by the  Corporation and its counsel.  In addition,  the
Optionee  agrees that the  following  legend may be included on the  certificate
representing the Shares:

     The shares  represented  hereby have not been  registered  under the United
States  Securities  Act of 1933, as amended,  and may not be sold,  pledged,  or
otherwise  transferred without an effective  registration thereof under such act
or an opinion of counsel, satisfactory to the company and its counsel, that such
registration is not required.

     7. CORPORATE TRANSACTIONS.

     (a) If the  Corporation  is merged  or  consolidated  into or with  another
corporation (other than by a merger or consolidation in which the Corporation is
the surviving  corporation) or the Corporation or the  Corporation's  assets are
purchased by another company in exchange for stock,  the Corporation  shall give
the  Optionee  written  notice  of  the  Corporation's  initial  or  preliminary
agreement to the transaction and the details of the transaction at least 60 days
prior to the closing of the transaction and an additional 30 days written notice
prior to the closing date of the transaction and each postponed  closing date of
the  transaction.  The then  exercisable but  unexercised  Shares granted in the
Option may be exercised by the Optionee at any time prior to the closing date of
the  transaction and such exercised  Shares shall then be deemed  outstanding at
the close of the transaction.

     8. TAX  CONSEQUENCES.  This Stock Option is intended as an "Incentive Stock
Option"  under  Section 422A of the Internal  Revenue Code of 1986,  as amended.
Substantial  tax  consequences  are  involved in the  decision to exercise  this

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Option.  Therefore,  the Optionee  should  consult with and seek advice from his
personal tax consultant prior to exercising this Option.

     9. MISCELLANEOUS.

     (a) Neither the granting of this Option nor the exercise  thereof  shall be
construed  as  conferring  upon  the  Optionee  any  right  to  continue  in the
engagement of the Corporation or any of its subsidiaries, or as interfering with
or  restricting  in any way the  right  of the  Corporation  to  terminate  such
engagement at any time.

     (b) Neither the Optionee, nor any person entitled to exercise his rights in
the event of his  death,  shall  have any of the  rights of a  stockholder  with
respect  to the  Shares  subject  to this  Option,  except  after  such date the
Optionee  or such person has been  issued the Shares by the  Corporation  or its
agent.

     (c) The Corporation is relieved from any liability for the  non-issuance or
non-transfer  or any delay in the issuance or transfer of any Shares  subject to
this Option which results from the inability of the Corporation to obtain, or in
any delay in  obtaining,  from each  regulatory  body  having  jurisdiction  all
requisite   authority  to  issue  or  transfer  Shares  of  the  Corporation  in
satisfaction of this Option if counsel for the Corporation  deems such authority
necessary for the lawful issuance or transfer of any such shares.

     (d) No  Shares  acquired  by  exercise  of  this  Option  shall  be sold or
otherwise  disposed of in  violation of any federal or state  securities  law or
regulation in the Untied States.

     (e) This Option shall be exercised in accordance  with such  administrative
regulations  as the  Corporation's  Board  may  from  time  to time  adopt.  All
decisions of the Board upon any  legitimate  question  arising under the Plan or
under this Stock  Option  Agreement  shall be  conclusive  and binding  upon the
Optionee and all other persons, if determined in good faith.

     IN WITNESS WHEREOF, this Stock Option Agreement has been executed as of the
day and year first written above.


                                        RIM.COM INC.

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

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