WHIRLWIND MARKETING, INC.
                                STOCK OPTION PLAN


                                   ARTICLE I.

          SECTION 1.01  Purposes of Plan.  The purpose of this Stock Option Plan
                        ----------------
(the  "Plan") is to  promote  the growth and  general  prosperity  of  Whirlwind
Marketing, Inc., and its "subsidiary corporations" within the meaning of Section
424(f) of the Internal Revenue Code of 1986, as amended (the "Code"), if any, by
permitting Whirlwind Marketing,  Inc. to grant options to purchase shares of its
$___ par value common stock (the "Common Stock").  Whirlwind Marketing, Inc. and
such subsidiary corporations shall be referred to herein,  collectively,  as the
"Company."  The Plan is designed to help attract and retain  superior  personnel
for positions of substantial  responsibility with the Company and to provide key
employees,   non-employee   directors  and  non-employee   consultants  with  an
additional  incentive to contribute  to the success of the Company.  The Company
intends that options granted to employees pursuant to the provisions of the Plan
will quality as "incentive  stock options"  within the meaning of Section 422 of
the Code  ("Qualified  Options"),  unless an  option,  by its  terms,  would not
qualify  thereunder.  The Plan also  provides for the granting of  non-incentive
options to  directors  and  consultants  who are not  employees  ("Non-Qualified
Options").

                                   ARTICLE II.

          SECTION 2.01 Administration. Prior to the effective date of an initial
                       --------------
registration of the Company's common stock under Section 12(g) of the Securities
Exchange Act of 1934 (the "Act"), the Plan shall be administered by the board of
directors of Whirlwind  Marketing,  Inc.  (the "Board") or by a committee of the
Board or any single director designated by the Board. On and after the effective
date of such an  initial  registration,  the Plan shall be  administered  by the
Board  or  by a  committee  of  the  Board  comprised  solely  of  two  or  more
"Non-Employee  Directors,"  within the  meaning of Rule  16b-3(b)(3)(ii)  of the
General Rules and Regulations under the Act, to whom  administration of the Plan
has been  delegated by resolution of the Board.  The Board,  the  committee,  or
single  director,  as the case may be, are  hereafter  referred  to as the "Plan
Administrator." Actions of the Plan Administrator, if comprised of more than one
individual, shall be taken by a majority vote or by unanimous written consent.

          SECTION  2.02  Authority  of  Plan   Administrator.   Subject  to  the
                         -----------------------------------
provisions  of the Plan,  and with a view to  effecting  its  purpose,  the Plan
Administrator  shall have sole  authority,  in its absolute  discretion,  (a) to
construe and  interpret  the Plan,  (b) to define the terms used herein,  (c) to
prescribe, amend, and rescind rules and regulations relating to the Plan, (d) to
determine  the  individuals  to whom  options to purchase  Common Stock shall be
granted  under the Plan,  (e) to  determine  the time or times at which  options
shall be granted under the Plan, (f) to determine the number of shares of Common
Stock subject to each option,  the option price,  the time or times at which the
option shall be  exercisable,  and the duration of each option granted under the
Plan, (g) to determine all of the other terms and conditions of options  granted
under the Plan, and (h) to make all other determinations  necessary or advisable
for the administration of the Plan and do

<PAGE>

everything  necessary or  appropriate  to administer  the Plan.  All  decisions,
determinations  and  interpretations  made by the  Plan  Administrator  shall be
binding  and  conclusive  on all  participants  in the Plan  and on their  legal
representatives,  heirs and beneficiaries. The Plan Administrator shall endeavor
to ensure that option  agreements  entered  into  pursuant to the Plan which are
intended to be Qualified  Options meet all the  requirements for incentive stock
options described in Section 422 of the Code.

          SECTION  2.03  Terms,  Conditions  and Method of Grant.  The terms and
                         ---------------------------------------
conditions of options  granted under the Plan may differ from one another as the
Plan Administrator,  in its absolute discretion,  shall determine as long as all
options  granted  under  the Plan  satisfy  the  requirements  of the  Plan.  No
individual  who receives an option (the  "Optionee")  shall have any rights with
respect  to an option  granted  under the Plan  unless the  Optionee  shall have
executed and delivered to the Plan Administrator an option agreement. The option
agreement shall be in the form and shall contain such provisions consistent with
the Plan as the Plan Administrator shall deem advisable.  The date of the option
agreement  shall be the date of  granting  the  option to the  Optionee  for all
purposes of the Plan.  No option under the Plan shall be granted the exercise of
which shall be conditioned  upon the exercise of any other option under the Plan
or any other plan.

                                  ARTICLE III.

          SECTION 3.01 Maximum  Number of Shares of Common Stock  Subject to the
                       ---------------------------------------------------------
Plan.  Subject to the provisions of Section 12.01, the maximum  aggregate number
----
of  shares  with  respect  to which  options  may be  granted  under the Plan is
____________________  (________) shares of authorized and unissued Common Stock.
On and after the effective date of the initial  registration of the Common Stock
under Section 12(g) of the Act, the maximum aggregate number of shares of Common
Stock that shall be  subject  to  options  granted  under the Plan to any single
Optionee during any calendar year shall be ___________________  (________).  The
maximum  number of shares  subject to the Plan may be  adjusted  pursuant to the
provisions of Section 12.01 of the Plan. If any of the options granted under the
Plan expire or terminate for any reason before they have been exercised in full,
the  unpurchased  Common Stock subject to those  expired or  terminated  options
shall again be available for the purpose of the Plan.

                                   ARTICLE IV.

          SECTION 4.01 Eligibility and Participation.  Employees of the Company,
                       -----------------------------
whether or not  directors of the Company,  members of the Board,  whether or not
employees of the Company,  and individuals  providing consulting services to the
Company in a  non-employee  capacity shall be eligible for selection by the Plan
Administrator to receive options pursuant to the Plan.

                                   ARTICLE V.

          SECTION 5.01  Effective  Date and Term of Plan.  The Plan shall become
                        --------------------------------
effective upon its adoption by the Board, subject to approval of the Plan by the
stockholders  of the


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<PAGE>

Company,  as provided in Section 14.01.  The Plan shall continue in effect for a
term of 10 years unless sooner terminated under Section 13.01.

          SECTION  5.02  Duration  of  Options.   Each  option  and  all  rights
                         ---------------------
thereunder  granted  pursuant to the terms of the Plan shall  expire on the date
determined by the Plan Administrator and set forth in the option agreement,  but
in no event shall any option  granted  under the Plan expire later than ten (10)
years from the date on which the option is  granted.  In  addition,  each option
shall be subject to early termination as provided in this Plan.

          SECTION 5.03 Purchase  Price.  The purchase price for shares of Common
                       ---------------
Stock  acquired  pursuant  to the  exercise  (in whole or in part) of any option
shall  not be less  than the fair  market  value of the stock at the time of the
grant  of the  option.  Fair  market  value  shall  be  determined  by the  Plan
Administrator on the basis of those factors it deems appropriate;  provided that
the Plan  Administrators  shall make a good faith effort to determine  such fair
market value in selecting  such factors,  and provided  further,  that if at the
time the  determination  is made the Common  Stock is  admitted  to trading on a
national securities  exchange,  the fair market value of the shares shall be not
less than the  greater  of (i) the mean  between  the high bid and asked  prices
reported for the Common Stock on that  exchange on the day the option is granted
or the most recent trading day preceding the date on which the option is granted
or (ii) the last  reported  sale price  reported  for the  Common  Stock on that
exchange on the day or most recent  trading day  preceding the date on which the
option is granted.  The phrase "national  securities exchange" shall include the
National  Association of Securities  Dealers Automated  Quotation System and the
over-the-counter market.

          SECTION  5.04 Term and Purchase  Price of Option  Granted to More Than
                        --------------------------------------------------------
Ten Percent  Stockholder.  Notwithstanding  anything to the contrary in Sections
------------------------
5.02 and 5.03, if an option which is intended to be a Qualified  Option is to be
granted to an  Optionee  who at the time the  option is  granted  owns (or under
Section  424(d) of the Code is deemed to own) more than 10  percent of the total
combined voting power of all classes of stock of the Company, (a) that option by
its terms shall not be exercisable  after the expiration of five years after the
date that  option is granted,  and (b) the  purchase  price for shares  acquired
pursuant to the  exercise (in whole or in part) of that option shall be at least
110 percent of the fair market value (as  determined  under Section 5.03) of the
shares subject to the option at the time the option is granted.

          SECTION 5.05 Maximum  Amount of Options in Any Calendar  Year.  To the
                       ------------------------------------------------
extent  that the  aggregate  fair  market  value of stock with  respect to which
options  under this Plan and all other such  option  plans of the  Company (or a
parent or  subsidiary  as defined in Section  424 of the Code),  and which would
otherwise  be  Qualified  Options,  are  exercisable  for the  first  time by an
Optionee in any  calendar  year  exceeds  $100,000,  such  options  shall not be
treated as Qualified Options. Nothing contained herein shall prohibit a grant of
a Non-Qualified  Option  regardless of whether  Qualified Options are granted to
such person in such year.

                                   ARTICLE VI.

          SECTION  6.01  Exercise of Options by  Optionee.  Each option shall be
                         --------------------------------
exercisable  in one or more  installments  during  its  term,  and the  right to
exercise may be cumulative as


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<PAGE>

determined by the Plan Administrator.  No option may be exercised for a fraction
of a share of Common Stock and no partial  exercise of an option may be for less
than 1,000 shares,  unless fewer than 1,000 shares which are exercisable  remain
subject to the option.  In addition,  no option may be exercised other than on a
business day of the Company. The full purchase price of any shares purchased and
the amount of federal,  state and local  withholding  tax due in connection with
the exercise,  if any,  shall be paid at the time of exercise of the option by a
combination  of cash,  certified or cashier's  check payable to the order of the
Company,  or wire transfer of readily available funds.  Alternatively,  the Plan
Administrator,  in its sole  discretion,  may grant an option which  permits the
Optionee  to  exercise  the  Option  and  satisfy  the  withholding  tax  due in
connection  therewith,  if any,  by means of either a payment  described  in the
preceding  sentence or (a) the Optionee's  promissory note, (b) the surrender of
other shares of Common  Stock owned by the Optionee  having a value equal to the
purchase price of the Option and the withholding  tax, (c) withholding  from the
total  number of shares of Common  Stock  with  respect  to which the  Option is
exercised  that number of shares  having a value equal to the purchase  price of
the Option and the withholding tax, or (d) any combination of (a), (b) and (c).

          SECTION 6.02 Exercise of Options by Estate or  Beneficiaries.  Subject
                       -----------------------------------------------
to the provisions of Section 11.01, if an option shall have been  transferred to
an estate of an optionee,  or to any beneficiary thereof who shall have acquired
such option by bequest or  inheritance  by reason of the death of such optionee,
the option  shall be  exercisable  in the same  manner as if  exercised  by such
optionee pursuant to Section 6.01, above,  subject to the limitations of Section
8.01, below.

          SECTION 6.03 Written Notice  Required.  Any option granted pursuant to
                       ------------------------
the terms of the Plan shall be considered  exercised when written notice of that
exercise,  together  with the  investment  representations  described in Section
7.01,  below, if any, have been given to the Company at its principal  office by
the person  entitled to exercise the option and full payment for the shares with
respect to which the option is exercised has been received by the Company.  Upon
receipt  thereof in connection with the transfer of Common Stock pursuant to the
exercise of a Qualified  Option,  the Company  shall provide the Optionee with a
written statement  containing the information required by Section 6039(a) of the
Code.

                                  ARTICLE VII.

          SECTION 7.01 Compliance with State and Federal Laws.  Shares of Common
                       --------------------------------------
Stock  shall not be issued  with  respect to any option  granted  under the Plan
unless the  exercise of that option and the  issuance and delivery of the Common
Stock  pursuant to that  exercise  shall comply with all relevant  provisions of
state and federal laws, rules and regulations, and the requirements of any stock
exchange upon which the Common Stock may then be listed,  and, in the discretion
of the Plan  Administrator,  shall be further subject to the approval of counsel
for the Company with respect to that compliance. If any law or any regulation of
any federal or state body having  jurisdiction  shall require the Company or the
optionee  to take any  action in  connection  with the shares  specified  in the
optionee's  notice,  then the  date  for the  delivery  of the  shares  shall be
postponed until the completion of the necessary action.  The Plan  Administrator
also shall  require  (to the  extent  required  by  applicable  laws,  rules and
regulations)  an  Optionee  to  furnish  evidence  satisfactory  to the  Company
(including a written and signed  representation


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<PAGE>

letter and a consent to be bound by any  transfer  restrictions  imposed by law,
legend,  condition,  or otherwise) that the Common Stock is being purchased only
for  investment  and without any present  intention  to sell or  distribute  the
Common Stock in violation of any law, rule or regulation. Further, each Optionee
shall  consent  to the  imposition  of a legend on the  shares  of Common  Stock
subject  to  his or  her  option  restricting  their  transferability  as may be
required by applicable laws, rules and regulations.

                                  ARTICLE VIII.

          SECTION 8.01 Option Rights Upon  Termination  of Service.  An Optionee
                       -------------------------------------------
shall cease to be in the service of the  Company  ("Service")  as of the date on
which he is neither an employee  of the Company nor a member of the Board.  Upon
an Optionee's termination of Service for any reason other than death, any option
granted to him in his  capacity  as an  employee  or a member of the Board shall
immediately  terminate,  unless  an option  agreement  allows  the  option to be
exercised (to the extent  exercisable  on the date of termination of Service) at
any time  within a  specified  period  of time not  greater  than  three  months
following the date of termination of Service,  or, in the case of termination of
Service on account of "disability" within the meaning of Section 22(e)(3) of the
Code,  within a specified period of time not greater than one year following the
date of termination  of Service.  This Section 8.01 shall not apply with respect
to an option granted to an Optionee in his capacity as a non-employee consultant
to the Company.

                                   ARTICLE IX.

          SECTION 9.01 Option Rights upon Death.  Except as otherwise limited by
                       ------------------------
the Plan  Administrator  at the time of the grant of an option,  if an  Optionee
dies while in Service,  or within  three months  following  his  termination  of
Service, the unexercised portion of the option may be exercised by the person or
persons to whom the Optionee's  rights under the option shall pass by will or by
the laws of descent  and  distribution  within one year after the date of death,
but only to the extent that the  Optionee was entitled to exercise the option at
the date of death.

                                   ARTICLE X.

          SECTION  10.01  Privileges  of Stock  Ownership.  Notwithstanding  the
                          -------------------------------
exercise of any option granted  pursuant to the Plan, no Optionee shall have any
of the rights or privileges  of a  stockholder  of the Company in respect of any
shares of Common Stock issuable upon the exercise of his or her option until the
Optionee becomes a stockholder of record.

                                   ARTICLE XI.

          SECTION 11.01 Options Not  Transferable.  Options granted  pursuant to
                        -------------------------
the terms of the Plan may not be sold,  pledged,  assigned or transferred in any
manner  other  than by will or the laws of descent  or  distribution  any may be
exercised during the lifetime of an Optionee only by that Optionee.



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<PAGE>


                                  ARTICLE XII.

          SECTION   12.01   Adjustments   for  Changes  in   Capitalization   or
                            ----------------------------------------------------
Organization;  Acceleration  of Right to Exercise  Option.  All options  granted
---------------------------------------------------------
pursuant  to this  Plan  shall be  adjusted  in the  manner  prescribed  by this
Section.

          (a) If the  outstanding  shares of the Common Stock of the Company are
increased,  decreased, changed into, or exchanged for a different number or kind
of  shares  or  securities  through  recapitalization,  reclassification,  stock
dividend,  stock split or reverse stock split, an appropriate and  proportionate
adjustment  shall be made in the  maximum  number  and kind of  shares of Common
Stock as to which  options  may be  granted  under  the  Plan.  A  corresponding
adjustment  changing the number or kind of shares of Common  Stock  allocated to
unexercised options or portions thereof,  which shall have been granted prior to
any such change,  shall  likewise be made.  Any such  adjustment in  outstanding
options shall be made without change in the aggregate  purchase price applicable
to the unexercised portion of the option, but with a corresponding adjustment in
the price for each share of Common Stock or other unit of any  security  covered
by the option.

          (b) Upon the effective  date of the  dissolution or liquidation of the
Company,  or of a  reorganization,  merger,  combination or consolidation of the
Company  with one or more  other  corporations  in which the  Company is not the
surviving corporation,  or of the transfer of substantially all of the assets or
stock of the Company to another corporation, the Plan and any option theretofore
granted  hereunder  shall  terminate  unless  provision  is made in  writing  in
connection  with that  transaction  for the  continuance of the Plan and for the
assumption of options  theretofore  granted  hereunder,  or the substitution for
those options of new options covering the stock of the successor corporation, or
a parent or subsidiary thereof, with appropriate  adjustments,  as determined or
approved by the Plan Administrator, as to the number and kind of shares of stock
subject to the substituted options and prices therefor,  in which event the Plan
and the options theretofore  granted,  or the new options substituted  therefor,
shall  continue in the manner and under the terms so provided.  For the purposes
of the preceding sentence,  the excess of the aggregate fair market value of the
shares subject to the option  immediately  after the  substitution or assumption
over the  aggregate  option  price of those  shares  shall  not be more than the
excess of the  aggregate  fair market value of the shares  subject to the option
immediately  before the  substitution  or assumption  over the aggregate  option
price of those shares,  and the new option or assumption of the old option shall
not give the Optionee  additional benefits which the Optionee did not have under
the old option.

          In the  event of (i) such  dissolution,  liquidation,  reorganization,
merger,  combination,  consolidation  or sale or  transfer of assets or stock in
which  provision is not made in the  transaction for the continuance of the Plan
and for the assumption of options  theretofore  granted or the  substitution for
those options of new options covering the securities of a successor  corporation
or a parent or  subsidiary  thereof or, (ii) a difference  between the excess of
the aggregate fair market value of the shares subject to the option  immediately
after the  substitution or assumption  over the aggregate  option price of those
shares and the excess of the aggregate  fair market value of the shares  subject
to the  option  immediately  before  the  substitution  or  assumption  over the
aggregate  option price of those shares,  each Optionee (or that person's


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<PAGE>

estate or a person  who  acquired  the right to  exercise  the  option  from the
Optionee by bequest or  inheritance)  shall be entitled,  prior to the effective
date of the consummation of any such  transaction,  to purchase,  in whole or in
part,  the full  number of shares of Common  Stock  under the  option or options
granted  to him or her which he or she would  otherwise  have been  entitled  to
purchase  during the  remaining  term of the option  and  without  regard to any
otherwise applicable exercise restrictions set forth in the option agreement. To
the  extent  that any such  exercise  relates  to  stock  that is not  otherwise
available  for  purchase  through the  exercise of the option by the Optionee at
that time,  the  exercise  shall be  contingent  upon the  consummation  of that
dissolution, liquidation, reorganization, merger, combination, consolidation, or
sale or transfer of assets or stock.

                                  ARTICLE XIII.

          SECTION  13.01  Termination  and  Amendment  of Plan.  The Plan  shall
                          ------------------------------------
terminate  10 years after the earlier of its  adoption by the Board of Directors
or its  approval by the  stockholders  of the Company,  and no options  shall be
granted under the Plan after that date; provided,  however,  that termination of
the Plan shall not  terminate  any option  granted  prior  thereto,  and options
granted prior to termination of the Plan and existing at the time of termination
of the Plan shall  continue to be subject to all the terms and conditions of the
Plan as if the Plan had not terminated.  Subject to the limitation  contained in
Section 13.02, below, the Plan Administrator may at any time amend or revise the
terms of the Plan (including the form and substance of the option  agreements to
be used  hereunder),  provided that no amendment or revision  shall (i) increase
the maximum  aggregate  number of shares of Common Stock provided for in Section
3.01 that may be sold pursuant to options  granted  under the Plan,  except with
the approval of the  stockholders of the Company or except as required under the
provisions of Section 12.01(a),  (ii) permit the granting of an option to anyone
other than as provided in Section 4.01, (iii) increase the maximum term provided
for in Sections 5.02 and 5.04 of any option, or (iv) change the minimum purchase
price for shares of Common Stock under Sections 5.03 and 5.04.

          SECTION 13.02 Prior Rights and Obligations.  No amendment,  suspension
                        ----------------------------
or termination of the Plan shall, without the consent of the Optionee,  alter or
impair any of that  Optionee's  rights or  obligations  under any option granted
under the Plan prior to that amendment, suspension or termination.

                                  ARTICLE XIV.

          SECTION  14.01  Approval of  Stockholders.  Within 12 months after its
                          -------------------------
adoption by the Board, as provided by Section 5.01, the Plan must be approved by
stockholders  of the Company  holding at least a majority of the voting stock of
the Company voting in person or by proxy at a duly held  stockholders'  meeting.
Options may be granted  under the Plan prior to obtaining  approval,  subject to
the  limitations  of Section  13.01,  above,  concerning the period during which
options may be granted,  but those  options  shall be  contingent  upon approval
being obtained and may not be exercised prior to the receipt of that approval.

                                     - 7 -
<PAGE>

                                   ARTICLE XV.

          SECTION  15.01  Reservation  of Shares of Common  Stock.  The Company,
                          ---------------------------------------
during the term of the Plan,  will at all times  reserve  and keep  available  a
sufficient  number of shares of Common Stock to satisfy the  requirements of the
Plan. The shares may be authorized but unissued shares of Common Stock, treasury
shares, or a combination thereof.

                                  ARTICLE XVI.

          SECTION 16.01  Headings.  The headings of the Sections of the Plan are
                         --------
for  convenience  only and shall not be  considered  or referred to in resolving
questions of interpretation.

                                  ARTICLE XVII.

          SECTION  17.01  Brokers'  Commissions.  No  commission  may be paid to
                          ---------------------
brokers  on the sale by the  Company  to the  optionee  of Common  Stock that is
optioned and sold under the Plan.

                                 ARTICLE XVIII.

          SECTION 18.01 Adoption. The Plan has been adopted by a resolution duly
                        --------
adopted by the Board.

                                  ARTICLE XIX.

          SECTION 19.01 No Contract for Employment or other Service.
                        -------------------------------------------

          (a) Nothing  contained in this Plan or in any Option granted hereunder
shall be deemed to require the Company to continue the Optionee's Service or his
appointment as a non-employee  consultant,  as the case may be. Except as may be
provided  in a written  contract  executed by a duly  authorized  officer of the
Company  and  approved  by the Board,  if the  Optionee  is an  employee  of the
Company,  the Optionee shall at all times be an  employee-at-will of the Company
and the Company  may  discharge  the  Optionee as an emplyee at any time for any
reason, with or without cause, and with or without severance compensation.

          (b) From time to time, the Company may distribute  employee manuals or
handbooks, and officers or other representatives of the Company may make written
or oral  statements  relating to the  Company's  policies and  procedures.  Such
manuals,  handbooks and statements are intended only for the general guidance of
employees.  No policies,  procedures or statements of any nature by or on behalf
of the Company  (whether  written or oral,  and whether or not  contained in any
formal  employee  manual or handbook)  shall be construed to modify this Plan or
the terms of any  Option  granted  hereunder  or to create  express  or  implied
obligations to the Optionee of any nature.


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<PAGE>




                                   ARTICLE XX.

          SECTION 20.01  Applicable Law. The Plan and Options granted  hereunder
                         --------------
shall be governed by the State of Nevada.


                                    * * * * *


          I, __________________,  Secretary of Whirlwind Marketing, Inc., hereby
certify  that the  foregoing  Plan was  approved by the  directors  of Whirlwind
Marketing,  Inc., at a duly convened  meeting thereof held on  ____________  __,
____, and by the  shareholders of Whirlwind  Marketing,  Inc. at a duly convened
meeting thereof held on ____________ __, ____.



                                          --------------------------------------
                                          signature                    date


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