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 three hundred fifty thousand
(350,000)  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  following  execution  of  a  definitive  agreement  between  the
Corporation  and  a licensee introduced by Holder but 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.  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
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 4(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


<PAGE>
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
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  4, 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  4  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 4,
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  4.

     5.  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.

     6.  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.


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

     8.  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.

     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>