THE  OPTION  AND  THE  SECURITIES  ISSUABLE  UPON  EXERCISE HEREOF HAVE NOT BEEN
REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR  ANY  STATE  SECURITIES  LAW,  AND  MAY  NOT  BE  SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED  OR  OTHERWISE  DISPOSED  OF OR EXERCISED UNLESS (i) A REGISTRATION
STATEMENT  UNDER  THE  SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL
HAVE  BECOME  EFFECTIVE  WITH  REGARD  THERETO,  OR  (ii)  AN  EXEMPTION  FROM
REGISTRATION  UNDER  THE  SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS
AVAILABLE  IN  CONNECTION  WITH  SUCH OFFER, SALE OR TRANSFER.  AN INVESTMENT IN
THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK.  HOLDERS MUST RELY ON THEIR OWN
ANALYSIS  OF  THE  INVESTMENT  AND  ASSESSMENT  OF  THE  RISKS  INVOLVED.



                               COMMON STOCK OPTION
                                (NONTRANSFERABLE)

                                 FONECASH, INC.

                            (A DELAWARE CORPORATION)


     FOR  VALUE  RECEIVED,  FONECASH,  INC. (the "Corporation") hereby grants to
DAVID  MARKS (the "Holder"), subject to the terms and conditions hereinafter set
forth,  the  option  to  purchase  an  aggregate  of  six hundred fifty thousand
(650,000)  shares  of  the common stock $0.0001 par value per share (the "Common
Stock")  of  the  Corporation.  The  exercise  price per share and the number of
shares  of  Common  Stock  issuable  upon exercise of the Options are subject to
adjustment  as  hereinafter  provided.

     1.  TERM  AND  EXERCISE.

          (a)  This  Option may be exercised by the Holder, in whole or in part,
at any time prior to the expiration of this Option, which expiration shall occur
five  (5)  years  from  the  date  of  the  issuance  of  this  Option.

          (b)  The  Holder  shall  exercise  this  Option  by  surrender  to the
Corporation  of  this  Option  with the Purchase Form attached hereto as Exhibit
"A",  duly  executed,  accompanied  by  payment in cash or by check of the price
hereinafter  set  forth  for  the  Shares  of the Common Stock so purchased (the
"Option  Price").

          (c)  Within  ten  (10)  business  days  following the exercise of this
Option  by the Holder as hereinabove provided, the Corporation shall cause to be
issued  in the name of and delivered to the Holder a certificate or certificates
representing  the  Shares  of  the  Common  Stock  so purchased. The Corporation
covenants  and  agrees  that  all of the Shares of the Common Stock which may be
issued  and  delivered upon the due exercise of this Option by the Holder shall,
upon  such  issuance  and  delivery,  be  fully  paid  and  nonassessable.


<PAGE>
     2.  OPTION  PRICE. The Option Price at which the Shares of the Common Stock
shall  be  purchased  upon the exercise of this Option shall be $0.50 per share.

     3. EXPIRATION OF OPTION ON CERTAIN ADDITIONAL EVENTS. Anything contained in
this Option to the contrary notwithstanding, this Option shall expire and be and
become  null  and  void  unless,  in  the  event  of  any  consolidation  of the
Corporation  with,  or  merger  of  the  Corporation into, any other corporation
(other  than a merger with a wholly owned subsidiary or in which the Corporation
is  the  surviving corporation); any transfer of all or substantially all of the
assets  of the Corporation; or the dissolution, liquidation or winding-up of the
Corporation,  this  Option  shall  have  been  duly  exercised,  as  hereinabove
provided, prior to the date which is the record date for determining the holders
of  Common  Stock  entitled  to  vote upon such consolidation, merger, transfer,
dissolution, liquidation or winding-up. The Corporation shall give to the Holder
at  least  ninety  (90) days' prior notice of the date which shall be the record
date  for  determining  the  holders  of Common Stock entitled to vote upon such
consolidation,  merger,  transfer,  dissolution,  liquidation  or  winding-up.

     4.  REGISTRATION  RIGHTS.

     (a) The provision of this Section 4 shall be binding upon any transferee of
the  Option  and  upon each holder of shares of common stock or other securities
issued  upon  exercise of the Option (the "Shares") until such Shares shall have
been  sold  to the public pursuant to either an effective registration statement
under  the  Securities  Act or an exemption from registration established to the
satisfaction  of  the  Corporation.  You  and  each  transferee  will  cause any
proposed  transferee  of the Shares to agree to take and hold the Shares subject
to  the  provisions  of  this  Section  4.  As  used in this Section 4, the term
"Shares"  includes  any  shares  of  the  Corporation's  common  stock  or other
securities  issued  in  respect of the Shares pursuant to any stock split, stock
dividend,  recapitalization  or  otherwise;  and  the term "Option" includes any
option  or  options  issued  in  exchange  for  the  original  Option.

     (b)  Prior  to  any  proposed  transfer of the Option or of the Shares, the
Holder  thereof  shall  give  written  notice  to  the  Corporation stating such
Holder's  intention  to effect such transfer and describing the circumstances of
the proposed transfer in sufficient detail, accompanied by either (i) an opinion
of  counsel  reasonably  satisfactory  to the Corporation to the effect that the
proposed transfer may be effected without registration under the Securities Act,
or  (ii)  a  "no  action"  letter  from the staff of the Securities and Exchange
Commission  to  the  effect  that  the staff will not recommend that enforcement
action  be  taken  if  the  proposed  transfer is effected without registration.
Subject  to  evidence  of  compliance, if so required, with any applicable state
securities  or "blue sky" law or laws, the Corporation shall promptly notify the
Holder  in  writing that such Holder may proceed with his transfer as described,
and,  if  the transfer is of Shares, shall instruct its transfer agent to remove
any  stop transfer restrictions against the Shares when transferred as proposed.

     (c)  If  the  Corporation  at  any  time  after  the  Option  first becomes
exercisable  proposes  to  register  any  of  its securities, either for its own
account  or  the account of security holders, other than a registration on Forms
S-8 or S-4, or any registration on a form which does not permit secondary sales,
the  Corporation shall, each such time, give written notice of such intention to
each  Holder  of  Options or Shares ("Holder"), and, upon written request of any
Holder received by the Corporation within twenty (20) days after the Corporation
has  given  such  notice,  include  in  such  registration  (and  all  related
qualifications  under  state  securities  laws)  all  Shares  (whether issued or
issuable)  specified  in such written request.  If the registration involves any
underwriting, the Corporation shall so advise the Holders in the notice, and the
right  of  each  Holder to have its Shares included in the registration shall be
conditioned  upon  such  Holder's  Shares  being  included  in  the underwriting
arrangements  with  underwriters (selected by the Corporation) on the same terms
as  other  persons selling common stock or other securities to the underwriters.


<PAGE>
     (d)  If,  at  any  time after December 31, 2000 (but not within ninety (90)
days  of  a  registration  pursuant  to  subparagraph 5.(c) or this subparagraph
5.(d)),  Holder  and/or  at  least  ten percent (10%) of the holders of the then
outstanding  shares  of  common  stock  of  the  Corporation  request  that  the
Corporation  file  a  registration  statement  under  the  Securities  Act,  the
Corporation  shall  promptly give written notice of the proposed registration to
each Holder and shall use its best efforts to cause such Shares as are specified
in  the original request and such Shares as are requested to be included by each
Holder  not  initiating  the  request  to  be  registered  under  the  Act.  The
Corporation  shall  only  be  obligated  to  effect two registrations under this
subparagraph.  The  securities  so registered shall be sold through underwriters
acceptable  to  the  Corporation and each Holder, which acceptances shall not be
unreasonably  withheld; and the Corporation and each Holder shall use their best
efforts  to effect firm commitment underwriting arrangements.  If at the time of
the  request  under this subparagraph the Corporation has publicly announced its
intention  to  register  any  of  its securities for a public offering under the
Securities  Act,  no  registration  of  Shares  shall  be  initiated  under this
subparagraph  until  ninety  (90)  days  after  the  effective  date  of  such
registration unless the Corporation is no longer proceeding diligently to effect
such  registration,  whether such registration is for the sale of securities for
the  Corporation's  account  or  for  the  account  of  others.

     (e)  All  expenses of registration and qualification incurred in connection
with  a  registration under subparagraphs (c) and (d) of this Section 4 shall be
borne  by  the  Corporation,  except  that  each  Holder  whose Shares are being
registered  shall bear the fees and expenses of its own counsel, if any, and the
underwriting  commission  or  discount applicable to its Shares being sold.  The
Corporation will keep the Holders participating in a registration advised of the
status of the registration and will furnish such number of preliminary and final
prospectuses  as  such  Holders  may  reasonably  request; and such Holders will
furnish  to  the  Corporation  such information regarding such Holders as may be
required  in  connection  with  the  registration.

     (f)  The  following  provisions  shall  apply  to any registration effected
pursuant  to  subparagraphs  (c)  and  (d)  of  this  Section  4:

         (i)  The  Corporation shall indemnify and hold harmless such Holder and
each  underwriter of the Shares so registered or qualified (including any broker
or dealer through whom such securities may be sold) and each person, if any, who
controls  any  such  Holder  or  any  such underwriter within the meaning of the
Securities Act from and against any and all losses, claims, damages, expenses or
liabilities,  joint and several, to which they or any of them may become subject
under  the  Securities  Act  or  under  any  other  statute  or at common law or
otherwise,  and,  except as hereinafter provided, will reimburse each Holder and
each of the underwriters and each such controlling person, if any, for any legal
or  other  expenses  reasonably  incurred  by  any  of  them  in connection with
investigating  or  defending  any  actions,  whether  or  not  resulting  in any
liability,  insofar  as  such  losses, claims, damages, expenses, liabilities or
actions  arise  out  of or are based upon any untrue statement or alleged untrue
statement  of  a  material  fact  contained  in  the registration statement, any
preliminary prospectus or the final prospectus (or the registration statement or
prospectus  as  from time to time amended or supplemented by the Corporation) or
arise out of or are based upon the omission or alleged omission to state therein
a  material fact required to be stated therein or necessary in order to make the
statements  therein not misleading, unless such untrue statement or omission was
made in reliance upon and in conformity with information furnished in writing to
the  Corporation in connection therewith by such Holder or underwriter expressly
for use therein.  Promptly after receipt by any Holder or any underwriter or any
person controlling such Holder or such underwriter of notice of the commencement
of  any  action  in  respect  of  which  indemnity  may  be  sought  against the
Corporation,  such  Holder  or such underwriter, as the case may be, will notify
the  Corporation  in  writing  of  the commencement thereof, and, subject to the


<PAGE>
provisions  hereinafter stated, the Corporation shall assume the defense of such
action  (including  the employment of counsel, who shall be counsel satisfactory
to  such  Holder or such underwriter or such person, as the case may be, and the
payment  of  legal  expenses) insofar as such action shall relate to any alleged
liability  in  respect of which indemnity may be sought against the Corporation.
Any  Holder  or  any  underwriter  or any such controlling person shall have the
right  to  employ  separate counsel in any such action and to participate in the
defense  thereof  but  the fees and expenses of such counsel shall not be at the
expense  of  the  Corporation  unless  the  employment  of such counsel has been
specifically  authorized  by the Corporation, which authorization shall be given
whenever the party seeking indemnity has been advised by its counsel that one or
more  legal  defenses  may  be  available  to  it  that are not available to the
Corporation  or that for other reasons separate representation may be necessary,
to  avoid  a  conflict.  The  Corporation  shall  not be liable to indemnify any
person for any settlement of any such action effected without the consent of the
Corporation.

         (ii)  Any Holder will indemnify and hold harmless the Corporation, each
of  its  directors  and  each  of  its officers who have signed the registration
statement  and  each  person,  if  any,  who controls the Corporation within the
meaning  of  the  Securities  Act  from  and against any and all losses, claims,
damages, expenses of liabilities, joint and several, to which they are or any of
them  may  become subject under the Securities Act or under any other statute or
at  common law or otherwise, and, except as hereinafter provided, will reimburse
the  Corporation  and  each such director, officer or controlling person for any
legal  and  other expenses reasonably incurred by any of them in connection with
investigating  or  defending  any  actions,  whether  or  not  resulting  in any
liability,  insofar  as  such  losses, claims, damages, expenses, liabilities or
actions  arise  out  of or are based upon any untrue statement or alleged untrue
statement  of  a  material  fact contained in the registration statement, in any
preliminary prospectus or in the final prospectus (or the registration statement
or  prospectus  as from time to time amended or supplemented) or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required  to  be  stated  therein  or  necessary in order to make the statements
therein  not  misleading, but only insofar as any such statement or omission was
made in reliance upon and in conformity with information furnished in writing to
the  Corporation  in  connection  therewith  by  such  Holder  expressly for use
therein.  Promptly  after receipt of notice of the commencement of any action in
respect  of  which  indemnity  may be sought against any Holder, the Corporation
will  notify such Holder in writing of the commencement thereof, and such Holder
shall,  subject to the provisions hereinafter stated, assume the defense of such
action  (including  the employment of counsel, who shall be counsel satisfactory
to  the  Corporation,  and the payment of legal expenses) insofar as such action
shall relate to an alleged liability in respect of which indemnity may be sought
against  such  Holder.  The  Corporation  and  each  such  director,  officer or
controlling  person  shall have the right to employ separate counsel in any such
action  and  to  participate in the defense thereof but the fees and expenses of
such counsel shall not be at the expense of such Holder unless the employment of
such  counsel  has  been  specifically  authorized  by  such  Holder,  which
authorization  shall  be given whenever separate representation may be necessary
to  avoid  a  conflict. No Holder shall be liable to indemnify any person or any
settlement  of  any  such  action  effected  without the consent of such Holder.

         (iii)  The  indemnity  provisions  of this subparagraph (f) shall be in
addition  to  any  liability  the  indemnitor  may  otherwise  have.

     5.  ANTI-DILUTION  ADJUSTMENTS.

     (a)  Stock  Dividend.  If  the  Corporation  shall  at  any  time declare a
dividend  payable  in  shares of Common Stock, then the Holder, upon exercise of
this  Option  after  the  record date for the determination of holders of Common
Stock  entitled  to  receive  such  dividend,  shall be entitled to receive upon
exercise  of this Option, in addition to the number of shares of Common Stock as


<PAGE>
to  which  this  Option  is exercised, such additional shares of Common Stock as
such Holder would have received had this Option been exercised immediately prior
to  such  record  date  and the Exercise Price will be proportionately adjusted.

     (b)  Recapitalization  or  Reclassification.

        (i)  Stock  Split.  If  the  Corporation  shall  at  any  time  effect a
             ------------
recapitalization,  reclassification  or  other  similar  transaction  of  such
character  that  the  shares  of  Common  Stock  shall be changed into or become
exchangeable  for  a  larger  number  of shares (a "Stock Split"), then upon the
                      ------
effective  date thereof, the number of shares of Common Stock which Holder shall
be  entitled  to  purchase  upon  exercise  of this Option shall be increased in
direct  proportion  to  the  increase in the number of shares of Common Stock by
reason  of  such  recapitalization, reclassification or similar transaction, and
the  Exercise  Price  shall  be  proportionally  decreased.

         (ii)  Reverse Stock Split.  If the Corporation shall at any time effect
               -------------------
a  recapitalization,  reclassification  or  other  similar  transaction  of such
character  that  the  shares  of  Common  Stock  shall be changed into or become
exchangeable for a smaller number of shares (a "Reverse Stock Split"), then upon
                   -------
the  effective  date  thereof, the number of shares of Common Stock which Holder
shall  be  entitled  to  purchase  upon  the  exercise  of  this Option shall be
proportionally  decreased  and  the  Exercise  Price  shall  be  proportionally
increased.  The Corporation shall give the Holder the same notice it provides to
holders  of  Common  Stock  of  any  transaction described in this Section 5(b).

     (c)   Distributions.  If  the  Corporation shall at any time distribute for
no  consideration  to holders of Common Stock cash, evidences of indebtedness or
other  securities  or assets (other than cash dividends or distributions payable
out  of  earned surplus or net profits for the current or preceding years) then,
in  any  such  case,  Holder shall be entitled to receive, upon exercise of this
Option,  with respect to each share of Common Stock issuable upon such exercise,
the  amount  of  cash or evidences of indebtedness or other securities or assets
which Holder would have been entitled to receive with respect to each such share
of  Common Stock as a result of the happening of such event had this Option been
exercised immediately prior to the record date or other date fixing shareholders
to  be affected by such event (the "Determination Date") or, in lieu thereof, if
the  Board  of  Directors  of the Corporation should so determine at the time of
such  distribution,  a  reduced  Exercise  Price  determined  by multiplying the
Exercise  Price  on the Determination Date by a fraction, the numerator of which
is  the  result of such Exercise Price reduced by the value of such distribution
applicable  to  one  share  of  Common Stock (such value to be determined by the
Board  of Directors of the Corporation in its discretion) and the denominator of
which  is  such  Exercise  Price.

     (d)  Notice of Consolidation or Merger and Share Exchange.  The Corporation
shall  not,  at  any time after the date hereof, effect a merger, consolidation,
exchange of shares, recapitalization, reorganization, or other similar event, as
a  result  of  which  shares of Common Stock shall be changed into the same or a
different  number  of shares of the same or another class or classes of stock or
securities  or  other  assets of the Corporation or another entity or there is a
sale  of  all  or  substantially  all  the  Corporation's  assets  (a "Corporate
Change"),  unless  the  resulting  successor or acquiring entity (the "Resulting
Entity")  assumes by written instrument the Corporation's obligations under this
Option  during  the  term  of  the resultant options, and agrees in such written
instrument  that  this  Option  shall be exercisable into such class and type of
securities or other assets of the Resulting Entity as Holder would have received
had Holder exercised this Option immediately prior to such Corporate Change, and
the  exercise  price  of this Option shall be proportionately increased (if this
Option  shall be changed into or become exchangeable for an option to purchase a
smaller  number  of  shares of Common Stock of the Resulting Entity) or shall be
proportionately  decreased  (if  this  Option  shall  be  changed  or  become


<PAGE>
exchangeable for an option to purchase a larger number of shares of Common Stock
of the Resulting Entity); provided, however, that the Corporation may not affect
any Corporate Change unless it first shall have given thirty (30) days notice to
Holder  hereof  of  any  Corporate  Change.

     (e)  Exercise  Price  Adjusted.  As used in this Option, the term "Exercise
Price"  shall  mean  the purchase price per share specified in Section 2 of this
Option,  until  the occurrence of an event stated in subsection (a), (b), (c) or
(d)  of  this  Section  5, and thereafter shall mean said price as adjusted from
time  to  time  in  accordance  with  the  provisions  of  this Option.  No such
adjustment  under  this  Section  5  shall  be made unless such adjustment would
change  the  Exercise  Price at the time by the $0.01 or more; provided however,
that  all  adjustments not so made shall be deferred and made when the aggregate
thereof  would  change  the  Exercise  Price  at  the  time  by  $0.01  or more.

     (f) Adjustments: Additional Shares, Securities or Assets. In the event that
at  any  time,  as  a  result  of an adjustment made pursuant to this Section 5,
Holder  shall,  upon  exercise of this Option, become entitled to receive shares
and/or  other  securities  or  assets  (other  than Common Stock) then, wherever
appropriate,  all references herein to shares of Common Stock shall be deemed to
refer  to  and  include  such  shares  and/or  other  securities  or assets; and
thereafter  the number of such shares and/or other securities or assets shall be
subject  to  adjustment  from  time to time in a manner and upon terms as nearly
equivalent  as  practicable  to  the  provisions  of  this  Section  5.

     6.  NONTRANSFERABILITY.  This  Option  shall  not  be  assigned,  pledged,
hypothecated,  sold  or  otherwise  transferred  or  encumbered  by  the Holder.
Notwithstanding  the  foregoing, this Option shall be exercisable upon the death
or  permanent  disability  of  the  Holder  by  Holder's  heirs,  personal
representatives,  guardians,  beneficiaries,  devisees,  or  otherwise.

     7.  NOTICES. Any notice or other communication to the Corporation or to the
Holder  of  this Option shall be in writing and any such notice or communication
shall  be  deemed  duly  given  or made if personally delivered or if mailed, by
registered or certified mail, postage prepaid, and if to the Corporation: to the
Corporation's office at 90 Park Avenue, Suite 1700, New York, NY 10016 and if to
such Holder: to David Marks, 3 & 4 Bentick Street, London, UK W1M 5RN or at such
other  address  as  the Corporation or the Holder may designate by notice to the
other.

     8.  GOVERNING  LAW.  This  Option  shall  be  governed by and construed and
enforced  in  accordance  with  the  laws  of  the  State  of  New  York.

     9.  SUCCESSORS  AND  ASSIGNS. All of the provisions of this Option shall be
binding  upon the Corporation and its successors and assigns and the Holder, his
heirs,  personal  representatives  and  guardians.


<PAGE>
     IN  WITNESS  WHEREOF, FONECASH, INC. has caused this Option to be signed in
its  corporate  name under its corporate seal by its President and its corporate
seal  to  be  hereunto  affixed  and  its execution hereof to be attested by its
Secretary,  as  of  this  30th  day  of  January,  2001.



                                          FONECASH,  INC.


                                          BY:  /s/  Daniel E. Charboneau
                                             -----------------------------------
                                              DANIEL E. CHARBONEAU, PRESIDENT



ACCEPTED:

/s/  David Marks
-----------------------------
DAVID  MARKS,  HOLDER


<PAGE>

<PAGE>