EXHIBIT 10.3


                           GO2PHARAMCY.COM, INC. INC.
                  1999 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN


1.       Purposes

This 1999 Non-Employee Director Stock Option Plan (the "Plan") is intended to
attract and retain the best available personnel to the Board of Directors of Go2
pharmacy.com, Inc. (the "Company"), and to provide additional incentive to such
persons and others to exert their maximum efforts toward the success of the
Company. The above aims will be effectuated through the granting of certain
stock options. Under the Plan, options may only be granted which are not
("Non-ISOs") intended to qualify as Incentive Stock Options.

2.       Administration of the Plan

         (a) The Plan shall be administered by the Board of Directors of the
Company (the "Board of Directors"), as the Board of Directors may be composed
from time to time, except as provided in subparagraph (b) of this Paragraph 2.
The determinations of the Board of Directors under the Plan, including without
limitation as to the matters referred to in this Paragraph 2, shall be
conclusive. Any determination by a majority of the members of the Board of
Directors at any meeting, or by written consent in lieu of a meeting, shall be
deemed to have been made by the whole Board of Directors. Within the limits of
the express provisions of the Plan, the Board of Directors shall have the
authority, in its discretion, to take the following actions under the Plan:

         (i) to determine the individuals to whom, and the time or times at
which, options to purchase the Company's shares of Common Stock, par value $.01
per share ("Common Shares"), shall be granted, and the number of Common Shares
to be subject to each Non-ISO,

         (ii) to determine the terms and provisions of the respective stock
option agreements granting Non-ISOs,

         (iv) to interpret the Plan,

         (v) to prescribe, amend and rescind rules and regulations relating to
the Plan, and

         (vi) to make all other determinations and take all other actions
necessary or advisable for the administration of the Plan. In making such
determinations, the Board of Directors may take into account the nature of the
services rendered by such individuals, their present and potential contributions
to the Company's success and such other factors as the Board of Directors, in
its discretion, shall deem relevant. An individual to whom an option has been
granted under the Plan is referred to herein as an "Optionee."

(b) Notwithstanding anything to the contrary contained herein, the Board of
Directors may at any time, or from time to time, appoint a committee (the
"Committee") of at least two members of the Board of Directors, and delegate to
the Committee the authority of the Board of Directors to administer the Plan.
Upon such appointment and delegation, the Committee shall have all the powers,
privileges and duties of the Board of Directors, and shall be substituted for
the Board of Directors, in the administration of the Plan, except that the power
to appoint members of the Committee and to terminate, modify or amend the Plan
shall be retained by the Board of Directors. In the event that any member of the
Board of Directors is at any time not a "disinterested person," as defined in
Rule 16b-3(c)(3)(i) promulgated pursuant to the Securities Exchange Act of 1934,
the Plan shall not be administered by the Board of Directors, and may only by
administered by a Committee, all the members of which are disinterested persons,
as so defined. The Board of Directors may from time to time appoint members of
the Committee in substitution for or in addition to members previously
appointed, may fill vacancies in the Committee and may discharge the Committee.
A majority of the Committee shall constitute a quorum and all determinations
shall be made by
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a majority of its members. Any determination reduced to writing and signed by a
majority of the members shall be fully as effective as if it had been made by a
majority vote at a meeting duly called and held. Members of the Committee shall
not be eligible to participate in this Plan.

3.       Shares Subject to the Plan

The total number of Common Shares which shall be subject to Non-ISOs granted
under the Plan (collectively, "Options") shall be 100,000 in the aggregate,
subject to adjustment as provided in Paragraph 8. The Company shall at all times
while the Plan is in force reserve such number of Common Shares as will be
sufficient to satisfy the requirements of outstanding Options. The Common Shares
to be issued upon exercise of Options shall in whole or in part be authorized
and unissued or reacquired Common Shares. The unexercised portion of any
expired, terminated or canceled Option shall again be available for the grant of
Options under the Plan.

4.       Eligibility

Subject to subparagraphs (b) and (c) of this Paragraph 4, Options may only be
granted to non-employee directors of the Company, as determined by the Board of
Directors.

5.       Terms of Options

The term of each Option granted under the Plan shall be contained in a stock
option agreement between the Optionee and the Company and such terms shall be
determined by the Board of Directors consistent with the provisions of the Plan,
including the following:

(a) The purchase price of the Common Shares subject to each Non-ISO shall not be
less than the fair market value of such Common Shares at the time such Option is
granted. Such fair market value shall be determined by the Board of Directors
and, if the Common Shares are listed on a national securities exchange or traded
on the over-the-counter market, the fair market value shall be the mean of the
highest and lowest trading prices or of the high bid and low asked prices of the
Common Shares on such exchange, or on the over-the-counter market as reported by
the NASDAQ system or the National Quotation Bureau, Inc., as the case may be, on
the day on which the Non-ISO is granted or, if there is no trading or bid or
asked price on that day, the mean of the highest and lowest trading or high bid
and low asked prices on the most recent day preceding the day on which
theNon-ISO is granted for which such prices are available.

(b) The dates on which each Option (or portion thereof) shall be exercisable and
the conditions precedent to such exercise, if any, shall be fixed by the Board
of Directors, in its discretion, at the time such Option is granted.

(c) The expiration of each Option shall be fixed by the Board of Directors, in
its discretion, at the time such Option is granted; however, unless otherwise
determined by the Board of Directors at the time such Option is granted, an
Option shall be exercisable for ten (10) years after the date on which it was
granted (the "Grant Date"). Each Option shall be subject to earlier termination
as expressly provided in Paragraph 6 hereof or as determined by the Board of
Directors, in its discretion, at the time such Option is granted.

(d) Options shall be exercised by the delivery by the Optionee thereof to the
Company at its principal office, or at such other address as may be established
by the Board of Directors, of written notice of the number of Common Shares with
respect to which the Option is being exercised accompanied by payment in full of
the purchase price of such Common Shares. Payment for such Common Shares may be
made (as determined by the Board of Directors) (i) in cash, (ii) by certified
check or bank cashier's check payable to the order of the Company in the amount
of such purchase price, (iii) by a promissory note issued by the Optionee in
favor of the Company in the amount equal to such purchase price and payable on
terms prescribed by the Board of Directors, which provides for the payment of
interest at a fair market rate, as determined by the Board of Directors, (iv) by
delivery of capital stock to the Company having a fair market
<PAGE>

value (determined on the date of exercise in accordance with the provisions of
subparagraph (a) of this Paragraph 5) equal to said purchase price, or (v) by
any combination of the methods of payment described in clauses (i) through (iv)
above.

(e) An Optionee shall not have any of the rights of a stockholder with respect
to the Common Shares subject to his Option until such shares are issued to him
upon the exercise of his Option as provided herein.

(f) No Option shall be transferable, except by will or the laws of descent and
distribution, and any Option may be exercised during the lifetime of the
Optionee only by him. No Option granted under the Plan shall be subject to
execution, attachment or other process.

6.       Death or Termination of Employment

(a) If employment or other relationship of an Optionee with the Company shall be
terminated voluntarily by the Optionee and without the consent of the Company or
for "Cause" (as hereinafter defined), and immediately after such termination
such Optionee shall not then be employed by the Company, any Options granted to
such Optionee to the extent not theretofore exercised shall expire forthwith.
For purposes of the Plan, "Cause" shall mean "Cause" as defined in any
employment agreement ("Employment Agreement") between Optionee and the Company,
and, in the absence of an Employment Agreement or in the absence of a definition
of "Cause" in such Employment Agreement, "Cause" shall mean (i) any continued
failure by the Optionee to obey the reasonable instructions of the President or
any member of the Board of Directors, (ii) continued neglect by the Optionee of
his duties and obligations as an employee of the Company, or a failure to
perform such duties and obligations to the reasonable satisfaction of the
President or the Board of Directors, (iii) willful misconduct of the Optionee or
other actions in bad faith by the Optionee which are to the detriment of the
Company, including without limitation commission of a felony, embezzlement or
misappropriation of funds or commission of any act of fraud or (iv) a breach of
any material provision of any Employment Agreement not cured within 10 days
after written notice thereof.

(b) If such employment or other relationship shall terminate other than (i) by
reason of death, (ii) voluntarily by the Optionee and without the consent of the
Company, or (iii) for Cause, and immediately after such termination such
Optionee shall not them be employed by the Company, any Options granted to such
Optionee may be exercised at any time within three months after such
termination, subject to the provisions of subparagraph (d) of this Paragraph 6.
After such three-month period, the unexercised Options shall expire. For the
purposes of the Plan, the retirement of an Optionee either pursuant to a pension
or retirement plan adopted by the Company or on the normal retirement date
prescribed from time to time by the Company, and the termination of employment
as a result of a disability (as defined in Section 22(e) (3) of the Code) shall
be deemed to be a termination of such Optionee's employment or other
relationship other than voluntarily by the Optionee or for Cause.

(c) If an Optionee dies (i) while employed by, or engaged in such other
relationship with, the Company or (ii) within three months after the termination
of his employment or other relationship other than voluntarily by the Optionee
and without the consent of the Company or for Cause, any options granted to such
Optionee may be exercised at any time within twelve months after such Optionee's
death, subject to the provisions of subparagraph (d) of this Paragraph 6. After
the three month period, the unexercised Options shall expire.

(d) An Option may not be exercised pursuant to this paragraph 6 except to the
extent that the Optionee was entitled to exercise the Option at the time of
termination of employment or Such other relationship, or death, and in any event
may not be exercised after the expiration of the earlier of the term of the
option or ten (10) years from the date the Option was granted.

7.       Leave of Absence.

For purposes of the Plan, an individual who is on military or sick leave or
other bona fide leave of absence (such temporary employment by the United States
or any state government) shall be considered as
<PAGE>

remaining in the employ of the Company for 90 days or such longer period as
shall be determined by the Board of Directors.

8.       Option Adjustments.

(a) The aggregate number and class of shares as to which Options may be granted
under the Plan, the number and class shares covered by each outstanding Option
and the exercise price per share thereof (but not the total price), and all such
Options, shall each be proportionately adjusted for any increase decrease in the
number of issued Common Shares resulting from split-up spin-off or consolidation
of shares or any like Capital adjustment or the payment of any stock dividend.
<PAGE>

(b) Except as provided in subparagraph (c) of this Paragraph 8, upon a merger,
consolidation, acquisition of property or stock, separation, reorganization
(other than a merger or reorganization of the Company in which the holders of
Common Shares immediately prior to the merger or reorganization have the same
proportionate ownership of Common Shares in the surviving corporation
immediately after the merger or reorganization) or liquidation of the Company,
as a result of which the stockholders of the Company receive cash, stock or
other property in exchange for their Common Shares, any Option granted hereunder
shall terminate, but, provided that the Optionee shall have the right
immediately prior to any such merger, consolidation, acquisition of property or
stock, separation, reorganization or liquidation to exercise his Option in whole
or in part whether or not the vesting requirements set forth in the stock option
agreement have been satisfied.

(c) If the stockholders of the Company receive capital stock of another
corporation ("Exchange Stock") in exchange for their Common Shares in any
transaction involving a merger, consolidation, acquisition of property or stock,
separation or reorganization (other than a merger or reorganization of the
Company in which the holders of Common Shares immediately prior to the merger or
reorganization have the same proportionate ownership of Common Shares in the
surviving corporation immediately after the merger or reorganization), all
options granted hereunder shall terminate in accordance with the provision of
subparagraph (b) of this Paragraph 8 unless the of Directors and the corporation
issuing the Exchange Stock in their sole and arbitrary discretion and subject to
any required action by the stockholders of the Company and such corporation,
agree that all such Options granted hereunder are converted into options to
purchase shares of Exchange Stock. The amount and price of such options shall be
determined by adjusting the amount and price of the Options granted hereunder in
the same proportion as used for determining the number of shares of Exchange
Stock the holders of the Common Shares receive in such merger, consolidation,
acquisition of property or stock, separation or reorganization. The vesting
schedule set forth in the stock option agreement shall continue to apply to the
options granted for the Exchange Stock.

(d) All adjustments pursuant to this Paragraph 8 shall be made by the Board of
Directors and its determination as to what adjustments shall be made, and the
extent thereof, shall be final, binding and conclusive.

9.       Further Conditions of Exercise.

(a) Unless prior to the exercise of an Option the Common Shares issuable upon
such exercise are the subject of a registration statement filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), and there is then in effect a prospectus filed
as part of such registration statement meeting the Requirements of Section
10(a)(3) of the Securities Act, the notice of exercise with respect to such
Option shall be accompanied by a representation or agreement of the individual
exercising the Option to the Company to the effect that such shares are being
acquired for investment only and not with a view to the resale or distribution
thereof, or such other, documentation as may be required by the Company, unless,
in the opinion of counsel to the Company, such representation, agreement or
documentation is not necessary to comply with the Securities Act.

(b) Anything in the Plan to the contrary notwithstanding, the Company shall not
be obligated to issue or sell any Common Shares until they have been listed on
each securities exchange on which the Common Shares may then be listed and until
and unless, in the opinion of counsel to the Company, the Company may issue such
shares pursuant to a qualification or an effective registration statement, or an
exemption from registration, under such state and federal laws, rules or
regulations as such counsel may deem applicable. The Company shall use
reasonable efforts to effect such listing, qualification and registration, as
the case may be.


10.      Termination, Modification and Amendment

(a) The Plan (but not Options previously granted under the Plan) shall terminate
ten (10) years from the earlier of the date of its adoption by the Board of
Directors or the date on which the Plan is approved by
<PAGE>

the affirmative vote of the holders of a majority of the outstanding shares of
capital stock of the Company entitled to vote thereon, and no Option shall be
granted after termination of the Plan.

(b) The Plan may at any time be terminated and from time to time be modified or
amended by the affirmative vote of the holders of a majority of the outstanding
shares of the capital stock of the Company present, or represented, and entitled
to vote at a meeting duly held in accordance with the applicable laws of the
State of Florida.

(c) The Board of Directors of the Company may at any time terminate the Plan or
from time to time make such modifications or amendments of the Plan as it may
deem advisable; provided, however, that the Board of Directors shall not (i)
modify or amend the Plan in any way that would disqualify any ISO issued
pursuant to the Plan as an Incentive Stock Option or (ii) without approval by
the affirmative vote of the holders of a majority of the outstanding shares of
the capital stock of the Company present, or represented, and entitled to vote
at a meeting duly held in accordance with the applicable laws of the State of
Florida, increase (except as provided by Paragraph 8) the maximum number of
Common Shares as to which Options may be granted under the Plan or change the
class of persons eligible to Options under the Plan.

(d) No termination, modification or amendment of the Plan may adversely affect
the rights conferred by any Options the consent of the Optionee thereof.

11.      Effectiveness of the Plan

The Plan shall become effective upon adoption by the Board of Directors. The
Plan shall be subject to approval by the affirmative vote of the holders of a
majority of the outstanding shares of the capital stock of the Company entitled
to vote thereon within one year following adoption of the Plan by the Board of
Directors, and all Options granted prior to such approval shall be subject
thereto. In the event such approval is withheld, the Plan and all Options which
may have been granted thereunder shall become null and void.

12.      Not a Contract of Employment

Nothing contained in the Plan or in any stock option agreement executed pursuant
hereto shall be deemed to confer upon any individual to whom an Option is or may
be granted hereunder any right to remain in the employ of, or in another
relationship with, the relationship with, the Company.

13.      Miscellaneous

(a) Nothing contained in the Plan or in any stock option agreement executed
pursuant hereto shall be deemed to confer upon any individual to whom an Option
is or may be granted hereunder any right to remain in the employ of, or other
relationship with, the Company.

(b) If an Option has been granted under the Plan, additional Options may be
granted from time to time to the Optionee, and Options may be granted from time
to time to one or more individuals who have not previously been granted options.

(c) Nothing contained in the Plan shall be construed to limit the right of the
Company to grant options otherwise than under the Plan in connection with the
acquisition of the business and assets of any corporation, firm, person or
association, including options granted to employees thereof who become employees
of the Company, nor shall the provisions of the Plan be to limit the right of
the Company to grant options Otherwise than under the Plan for other proper
corporate purposes.

(d) The Company shall have the right to require the Optionee to pay the Company
the cash amount of any taxes the Company is required to withhold in connection
with the exercise of an Option.

(e) No award under this Plan shall be taken into account in determining an
Optionee's compensation for purposes of an employee benefit plan of the Company.