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EXHIBIT 4.02            NON-QUALIFIED STOCK OPTION

THIS NONQUALIFIED STOCK OPTION (this "Option") is granted this 29th day of
December 2000, by EZConnect, Inc., a Nevada corporation (the "Company"), to
Victor D. Schwarz (the "Optionee").

                                 Premises

A.  The Company has engaged Victor D. Schwarz, LLC, a law firm, of which
Optionee is the controlling principal, to provide professional and legal
services to the Company in connection with the development and implementation
of its business plan and operations. In consideration for Optionee's
services, the Company has agreed to issue Optionee an option to purchase up to
fifty six thousand (56,000) shares of the Company s common stock, par value
$0.001 (the "Common Stock").

B.  The Company intends to register the shares of Common Stock issuable on
exercise of the Option under a registration statement on Form S-8 to be filed
with the Securities and Exchange Commission.

C.  The Options have an exercise price of $0.625 per share.  The exercise
price reflects the closing bid price per share of the Company's Common Stock
on the date of grant of this Option.

                                  Grant

  1.  Grant of Option.  The Company hereby irrevocably grants to Optionee the
right and option to purchase all or any part of an aggregate of fifty six
thousand (56,000) shares of Common Stock on the terms and conditions
hereinafter set forth.

  2.  Exercise Price.  The exercise price of this Option shall be $0.625 per
share.

  3.  Term of Option.  Subject to the other provisions contained herein, this
Option may be exercised, in whole or in part, at any time until December 29,
2001.

  4.  Shareholder's Rights.  The Optionee shall have the rights of a
shareholder only with respect to Common Stock fully paid for by Optionee under
this Option.

  5.  Record Owner, Persons Entitled to Exercise and Assignability.  The
Company may deem the Optionee as the absolute owner of this Option for all
purposes.  During the Optionee's lifetime, this Option can only be exercised
by the Optionee, and neither this Option nor any right hereunder can be
transferred other than by testamentary disposition or the laws of descent and
distribution.  This Option is not assignable and in the event of any
alienation, assignment, pledge, hypothecation, or other transfer of this
Option or any right hereunder, except as permitted herein, this Option and all
rights granted hereunder shall be immediately null and void.

  6.  Method of Exercise.  This Option may be exercised by delivery of a
notice of exercise, a form of which is attached hereto as Exhibit "A" and
incorporated herein by this reference, setting forth the number of Options to
be exercised along with either:

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    (a) A certified check or bank check payable to the order of the Company in
the amount of the full exercise price of the Common Stock being purchased;

    (b) Shares of Common Stock of the Company already owned by the Optionee
equal to the exercise price with the Common Stock valued at its fair market
value based on the closing bid quotation for such stock on the close of
business on the day last preceding the date of exercise of such Option, as
reported or quoted on the NASDAQ System or, if not  included in the NASDAQ
System, shall mean the closing bid quotation for such stock as determined by
the Company through any other reliable means of determination available on the
close of business on the day last preceding the date of such Option;

    (c) Options or other rights to purchase Common Stock valued at the amount
by which the closing bid quotations as determined in accordance with Clause
(b) above of the Common Stock subject to the options or other rights exceeds
the exercise or purchase price provided on such options or rights; or

    (d) Cancellation of debt owed by the Company to the Option Holder,
including debt from professional fees, services, employment relationships or
otherwise, upon presentation of an invoice for services provided to the
Company.

As soon as practicable after receipt by the Company of such notice a
certificate or certificates representing such shares of Common Stock shall be
issued in the name of the Optionee, or, if the Optionee shall so request in
the notice exercising the Option, in the name of the Optionee and another
person jointly, with right of survivorship, and shall be delivered to the
Optionee.  If this Option is not exercised with respect to all Common Stock
subject hereto, Optionee shall be entitled to receive a similar Option of like
tenor covering the number of shares of Common Stock with respect to which this
Option shall not have been exercised.

  7.  Availability of Shares.  During the term of this Option, the Company
shall at all times keep available for issuance the number of shares of Common
Stock subject to this Option.

  8.  Restrictions on Transfer.  The Option and the Common Stock subject to
the Option (collectively referred to as the "Securities") are subject to
registration under the Securities Act of 1933, as amended (the "Securities
Act"), and any  applicable state securities statutes.  Optionee acknowledges
that unless a registration statement with respect to the Securities is filed
and declared effective by the Securities and Exchange Commission, the
Securities have or will be issued in reliance on specific exemptions from such
registration requirements for transactions by an issuer not involving a public
offering and specific exemptions under state statutes.  Any disposition of the
Securities may, under certain circumstances, be inconsistent with such
exemptions.  The Securities may be offered for sale, sold, or otherwise
transferred only if (i) registered under the Securities Act, and in some
cases, under the applicable state securities acts, or, if not registered, (ii)
only if pursuant to an exemption from such registration requirements and only
after the Optionee provides an opinion of counsel or other evidence
satisfactory to the Company to the effect that registration is not required.

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In some states, specific conditions must be met or approval of the securities
regulatory authorities may be required before any such offer or sale.  If rule
144 is available (and no assurance is given that it will be), only routine
sales of the Common Stock in limited amounts can be made after one year
following the acquisition date of the Securities, as determined under rule
144(d), in accordance with the terms and conditions of rule 144.

In any event, in the absence of an effective registration statement covering
the Securities, the Company may refuse to consent to any transfer in the
absence of an opinion of legal counsel, satisfactory to and independent of
counsel of the Company, that such proposed transfer is consistent with the
above conditions and applicable securities laws.  The Company has agreed to
use its best efforts to register the shares of Common Stock issuable on
exercise of this Option by filing a registration statement on Form S-8 with
the Securities and Exchange Commission within thirty (30) days from the date
of the grant of this Option.

  9.  Validity and Construction.  The validity and construction of this Option
shall be governed by the laws of the state of Nevada.

     EXECUTED as of the date first above written.

The Company:                                   Optionee:

EZConnect, Inc., a Nevada corporation



By /S/ Kevin S. Hamilton
   Its Duly Authorized Officer                  /S/ Victor D. Schwarz


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Exhibit A


Form of Exercise
(to be signed only upon exercise of Option)


TO:  EZCONNECT, INC.

The undersigned, the owner of the attached Option, hereby irrevocably elects
to exercise the purchase rights represented by the Option for, and to purchase
thereunder, _____ shares of Common Stock of EZConnect, Inc..  Enclosed is
payment in the amount of $_____, the exercise price of the Common Stock to be
acquired.  Please have the certificate(s) registered in the name of
______________ and delivered to ____________________.  If this exercise does
not include all of the Common Stock covered by the attached Option, please
deliver a new option of like tenor for the balance of the Common Stock to the
undersigned at the foregoing address.

DATED this ____ day of ______________, 200__.

Signature of Optionee


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