American Communications Enterprises, Inc.
                                 2000 Stock Plan

1. Purpose.  The purpose of the American  Communications  Enterprises  Inc. 2000
Stock Plan (the "Plan") is to promote the  interests of American  Communications
Enterprises  Inc., a Nevada  corporation  (the  "Company"),  and any  Subsidiary
thereof  and  the  interests  of the  Company's  stockholders  by  providing  an
opportunity to selected  officers and directors of the Company or any Subsidiary
thereof as of the date of the adoption of the Plan or at any time  thereafter to
own Common  Stock of the  Company.  By  encouraging  such stock  ownership,  the
Company seeks to attract, retain and motivate such persons and to encourage such
persons to devote their best efforts to the  business and  financial  success of
the Company.  It is intended  that this purpose will be effected by the granting
of Common Stock of the Company.

2.          Definitions.  For purposes of the Plan,  the following  terms used
herein  shall  have the  following  meanings,  unless a  different  meaning is
clearly required by the context.

2.1.        "Award"  shall  mean an award of Common  Stock  granted  under the
provisions of the Plan.

2.2.        "Board of  Directors"  shall  mean the Board of  Directors  of the
Company.

2.3.        "Code" shall mean the Internal Revenue Code of 1986, as amended.

2.4.  "Committee" shall mean the committee of the Board of Directors referred to
in Section 5 hereof.  If no such Committee is appointed,  the Board of Directors
shall exercise the authority reserved to the Committee.

2.5.        "Common Stock" shall mean the Common Stock of the Company.

2.6.        "Employee"  shall  mean  any  person,   including  an  officer  or
director of the Company,  who is employed on a full-time  basis by the Company
or any Subsidiary of the Company.

2.7.        "Participant"  shall mean any Employee to whom an Award is granted
under the Plan.

3.          Eligibility.   Awards  may  be  granted  to  any   Employee.   The
Committee  shall have the sole  authority to select the persons to whom Awards
are to be granted  hereunder.  No person  shall have any right to  participate
in the Plan.  Any person  selected by the Committee for  participation  during

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any one period will not by virtue of such  participation  have the right to be
selected as a Participant for any other period.

4.          Common Stock Subject to the Plan.
            --------------------------------

4.1.  Number of  Shares.  The total  number of shares of Common  Stock for which
Awards may be  granted  under the Plan  shall not  exceed in the  aggregate  Six
Million (6,000,000) shares of Common Stock (subject to adjustment as provided in
Section 7 hereof).

4.2.  Reissuance.  The  shares of Common  Stock  that may be  subject  to Awards
granted under the Plan may be either  authorized  and unissued  shares or shares
reacquired at any time and now or hereafter  held as treasury stock as the Board
of Directors may determine.  If any shares of Common Stock acquired  pursuant to
an Award shall have been  repurchased  by the  Company,  then such shares  shall
again become available for issuance pursuant to the Plan.

5.          Administration of the Plan.
            --------------------------

5.1. Administration. The Plan may be administered by a committee of the Board of
Directors (the "Committee") established by the Board of Directors and consisting
of no less than two persons.  If such a Committee is  appointed,  all members of
the Committee shall be "non-employee directors" within the meaning of Rule 16b-3
promulgated under the Securities  Exchange Act of 1934 (the "Exchange Act"). The
Committee may be appointed from time to time by, and shall serve at the pleasure
of, the Board of Directors.

5.2. Grant of Awards. The Committee shall have the sole authority and discretion
under  the  Plan  (i) to  select  the  Employees  who are to be  granted  Awards
hereunder;  (ii) to determine the amount to be paid by a Participant  to acquire
shares of Common Stock pursuant to an Award,  which amount may be equal to, more
than,  or less than 100% of the fair market value of such shares on the date the
Award is  granted;  (iii) to  determine  the  time or times  and the  conditions
subject to which Awards may be made; (iv) to determine the time or times and the
conditions  subject to which the shares of Common Stock  subject to an Award are
to become  vested and no longer  subject to  repurchase  by the Company;  (v) to
establish  transfer  restrictions and the terms and conditions on which any such
transfer  restrictions  with respect to shares of Common Stock acquired pursuant
to an Award shall lapse;  (vi) to establish  vesting  provisions with respect to
any shares of Common Stock subject to an Award,  including,  without limitation,
vesting  provisions  which  may be  contingent  upon (A) the  Company's  meeting
specified  financial  goals,  (B) a change of control of the  Company or (C) the
occurrence of other specified events; (vii) to determine the circumstances under
which  shares of Common  Stock  acquired  pursuant to an Award may be subject to

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repurchase by the Company;  (viii) to determine the circumstances and conditions
subject to which any shares of Common Stock acquired pursuant to an Award may be
sold or otherwise transferred,  including, without limitation, the circumstances
and  conditions  subject  to which a  proposed  sale of shares  of Common  Stock
acquired  pursuant  to an Award may be subject to the  Company's  right of first
refusal  (as  well as the  terms  and  conditions  of any  such  right  of first
refusal);  (ix) to  determine  the  form of  consideration  that  may be used to
purchase   shares  of  Common  Stock   pursuant  to  an  Award   (including  the
circumstances  under which the Company's issued and outstanding shares of Common
Stock may be used by a  Participant  to purchase the Common Stock  subject to an
Award); (x) to accelerate the time at which any or all restrictions imposed with
respect to any shares of Common Stock  subject to an Award will lapse;  and (xi)
to establish any other terms,  restrictions and/or conditions  applicable to any
Award not inconsistent with the provisions of the Plan.

5.3.        Interpretation.  The  Committee  shall be  authorized to interpret
the Plan and may,  from time to time,  adopt such rules and  regulations,  not
inconsistent  with the  provisions  of the Plan,  as it may deem  advisable to
carry out the purposes of the Plan.

5.4.        Finality.  The  interpretation  and  construction by the Committee
of any  provision of the Plan,  any Award  granted  hereunder or any agreement
evidencing any such Award shall be final and conclusive upon all parties.

5.5.        Voting.   Members  of  the   Committee  may  vote  on  any  matter
affecting the  administration  of the Plan or the granting of Awards under the
Plan.

5.6.  Expenses,  Etc. All expenses and liabilities  incurred by the Committee in
the administration of the Plan shall be borne by the Company.  The Committee may
employ attorneys,  consultants,  accountants or other persons in connection with
the  administration  of the Plan.  The Company,  and its officers and directors,
shall be entitled to rely upon the advice,  opinions or  valuations  of any such
persons.   No  member  of  the  Committee   shall  be  liable  for  any  action,
determination or interpretation  taken or made in good faith with respect to the
Plan or any Award granted hereunder.

6.          Terms and  Conditions of Awards.  The terms and conditions of each
Award granted under the Plan shall be specified by the Committee,  in its sole
discretion.  The terms and provisions of any Award granted  hereunder need not
be identical to those of any other Award granted hereunder.

            The terms and conditions of each Award shall include the following:

(a) The amount to be paid by a Participant to acquire the shares of Common Stock
pursuant to an Award shall be fixed by the Board of Directors (or the Committee)

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and may be equal to, more than or less than 100% of the fair market value of the
shares of Common  Stock  subject to the Award on the date the Award is  granted.
The Award may  provide  for the  issuance  of shares of common  stock as a stock
bonus for no consideration other than services rendered.

(b) Each Award shall contain such vesting provisions, such transfer restrictions
and  such  other  restrictions  and  conditions  as the  Committee,  in its sole
discretion,  may determine,  including,  without  limitation,  the circumstances
under which the Company shall have the right and option to repurchase  shares of
Common Stock acquired pursuant to an Award.

(c) Stock certificates  representing  Common Stock acquired pursuant to an Award
shall bear a legend referring to the restrictions, if any, imposed on such Stock
and such other matters as the Committee may determine.

(d) To the extent that the Company is required to withhold any Federal, state or
local taxes in respect of any compensation income realized by the Participant in
respect of an Award  granted  hereunder,  or in  respect of any shares  acquired
pursuant to an Award,  or in respect of the vesting of any such shares of Common
Stock, then the Company shall deduct from any payments of any kind otherwise due
to such Participant the aggregate  amount of such Federal,  state or local taxes
required to be so withheld or, if such payments are insufficient to satisfy such
Federal,  state or local taxes,  or if no such payments are due or to become due
to such  Participant,  then,  such  Participant  will be  required to pay to the
Company,  or make  other  arrangements  satisfactory  to the  Company  regarding
payment to the Company of, the aggregate  amount of any such taxes.  All matters
with  respect to the total amount of taxes to be withheld in respect of any such
compensation income shall be determined by the Committee in its sole discretion.

7.  Adjustments.  In the event that, after the adoption of the Plan by the Board
of Directors,  the  outstanding  shares of the  Company's  Common Stock shall be
increased or decreased  or changed into or exchanged  for a different  number or
kind of  shares  of stock or  other  securities  of the  Company  or of  another
corporation through reorganization,  merger or consolidation,  recapitalization,
reclassification,  stock split,  split-up,  combination or exchange of shares or
declaration  of any dividends  payable in Common  Stock,  the Board of Directors
shall  appropriately  adjust  (i) the  number of  shares  of Common  Stock to be
acquired pursuant to an Award which have not become vested,  and (ii) the number
of shares of Common Stock for which Awards may be granted under the Plan, as set
forth in Section 4.1 hereof, and such adjustments shall be effective and binding
for all purposes of the Plan.

8. Effect of the Plan on Employment Relationship. Neither the Plan nor any Award
granted  hereunder to a Participant  shall be construed as conferring  upon such
Participant  any  right to  continue  in the  employ  of (or  otherwise  provide

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services to) the Company or any  subsidiary or parent  thereof,  or limit in any
respect  the  right of the  Company  or any  subsidiary  or  parent  thereof  to
terminate such  Participant's  employment or other relationship with the Company
or any subsidiary or parent, as the case may be, at any time.

      Amendments  of the  Plan.  The  Board of  Directors  may  amend,  alter or
discontinue the Plan.

9. Termination of the Plan. The Board of Directors may terminate the Plan at any
time.  Unless the Plan shall  theretofore  have been  terminated by the Board of
Directors,  the Plan shall  terminate  ten years  after the date of its  initial
adoption  by the Board of  Directors.  No Award may be granted  hereunder  after
termination  of the Plan.  The  termination  or  amendment of the Plan shall not
alter or impair any rights or obligations  under any Award  theretofore  granted
under the Plan.

10.         Effective  Date of the Plan.  The Plan  shall be  effective  as of
            _____, 2000.


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