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                                                                  Exhibit 10.1

                               americabilia.com, Inc.

                               1999 STOCK OPTION PLAN


     1.   PURPOSE.  The purpose of the americabilia.com, Inc. 1999 Stock
Option Plan (the "Plan") is to strengthen americabilia.com, Inc., a Florida
corporation ("Corporation"), by providing to employees, officers, directors,
consultants and independent contractors of the Corporation or any of its
subsidiaries (including dealers, distributors, and other business entities or
persons providing services on behalf of the Corporation or any of its
subsidiaries) added incentive for high levels of performance and unusual
efforts to increase the earnings of the Corporation.  The Plan seeks to
accomplish this purpose by enabling specified persons to purchase shares of
the common stock of the Corporation, thereby increasing their proprietary
interest in the Corporation's success and encouraging them to remain in the
employ or service of the Corporation.

     2.   CERTAIN DEFINITIONS.  As used in this Plan, the following words and
phrases shall have the respective meanings set forth below, unless the
context clearly indicates a contrary meaning:

          2.1  "BOARD OF DIRECTORS":  The Board of Directors of the
Corporation.

          2.2  "COMMITTEE":  The Committee which shall administer the Plan
shall consist of all of the members of the Board of Directors.

          2.3  "FAIR MARKET VALUE PER SHARE":  The fair market value per
share of the Shares as determined by the Committee in good faith.  The
Committee is authorized to make its determination as to the fair market value
per share of the Shares on the following basis:  (i) if the Shares are traded
only otherwise than on a securities exchange and are not quoted on the
National Association of Securities Dealers' Automated Quotation System
("NASDAQ"), but are quoted in the "pink sheets" published by the National
Daily Quotation Bureau, the greater of (a) the average of the mean between
the average daily bid and average daily asked prices of the


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Shares during the thirty (30) day period preceding the date of grant of an
Option, as quoted in the "pink sheets" published by the National Daily
Quotation Bureau, or (b) the mean between the average daily bid and average
daily asked prices of the Shares on the date of grant, as published in such
"pink sheets;" (ii) if the Shares are traded only otherwise than on a
securities exchange and are quoted on NASDAQ, the greater of (a) the average
of the mean between the closing bid and closing asked prices of the Shares
during the thirty (30) day period preceding the date of grant of an Option,
as reported by the Wall Street Journal and (b) the mean between the closing
bid and closing asked prices of the Shares on the date of grant of an Option,
as reported by the Wall Street Journal; (iii) if the Shares are admitted to
trading on a securities exchange, the greater of (a) the average of the daily
closing prices of the Shares during the ten (10) trading days preceding the
date of  grant of an Option, as quoted in the Wall Street Journal, or (b) the
daily closing price of the Shares on the date of grant of an Option, as
quoted in the Wall Street Journal; or (iv) if the Shares are traded only
otherwise than as described in (i), (ii) or (iii) above, or if the Shares are
not publicly traded, the value determined by the Committee in good faith
based upon the fair market value as determined by completely independent and
well qualified experts.

          2.4  "OPTION":  A stock option granted under the Plan.

          2.5  "INCENTIVE STOCK OPTION":  An Option intended to qualify for
treatment as an incentive stock option under Code Sections 421 and 422, and
designated as an Incentive Stock Option.

          2.6  "NONQUALIFIED OPTION":  An Option not qualifying as an
Incentive Stock Option.

          2.7  "OPTIONEE":  The holder of an Option.

          2.8  "OPTION AGREEMENT":  The document setting forth the terms and
conditions of each Option.

          2.9  "SHARES":  The shares of common stock of the Corporation.


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          2.10  "CODE":  The Internal Revenue Code of 1986, as amended.

          2.11  "SUBSIDIARY":  Any corporation of which fifty percent (50%)
or more of total combined voting power of all classes of stock of such
corporation is owned by the Corporation or another Subsidiary (as so defined).

     3.   ADMINISTRATION OF PLAN.

          3.1  IN GENERAL.  This Plan shall be administered by the Committee.
Any action of the Committee with respect to administration of the Plan shall
be taken pursuant to (i) a majority vote at a meeting of the Committee (to be
documented by minutes), or (ii) the unanimous written consent of its members.

          3.2  AUTHORITY.  Subject to the express provisions of this Plan,
the Committee shall have the authority to:  (i) construe and interpret the
Plan, decide all questions and settle all controversies and disputes which
may arise in connection with the Plan and to define the terms used therein;
(ii) prescribe, amend and rescind rules and regulations relating to
administration of the Plan; (iii) determine the purchase price of the Shares
covered by each Option and the method of payment of such price, individuals
to whom, and the time or times at which, Options shall be granted and
exercisable and the number of Shares covered by each Option;  (iv) determine
the terms and provisions of the respective Option Agreements (which need not
be identical); (v) determine the duration and purposes of leaves of absence
which may be granted to participants without constituting a termination of
their employment for purposes of the Plan; and (vi) make all other
determinations necessary or advisable to the administration of the Plan.
Determinations of the Committee on matters referred to in this Section 3
shall be conclusive and binding on all parties howsoever concerned.  With
respect to Incentive Stock Options, the Committee shall administer the Plan
in compliance with the provisions of Code Section 422 as the same may
hereafter be amended from time to time.  No member of the Committee shall be
liable for any action or determination made in good faith with respect to the
Plan or any Option.

     4.   ELIGIBILITY AND PARTICIPATION.


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          4.1  IN GENERAL.  Only officers, employees and directors who are
also employees of the Corporation or any Subsidiary shall be eligible to
receive grants of Incentive Stock Options.  Officers, employees and directors
(whether or not they are also employees) of the Corporation or any
Subsidiary, as well as consultants, independent contractors or other service
providers of the Corporation or any Subsidiary shall be eligible to receive
grants of Nonqualified Options.  Within the foregoing limits, the Committee,
from time to time, shall determine and designate persons to whom Options may
be  granted. All such designations shall be made in the absolute discretion
of the Committee and shall not require the approval of the stockholders.  In
determining (i) the number of Shares to be covered by each Option, (ii) the
purchase price for such Shares and the method of payment of such price
(subject to the other sections hereof), (iii) the individuals of the eligible
class to whom Options shall be granted, (iv) the terms and provisions of the
respective Option Agreements, and (v) the times at which such Options shall
be granted, the Committee shall take into account such factors as it shall
deem relevant in connection with accomplishing the purpose of the Plan as set
forth in Section 1.  An individual who has been granted an Option may be
granted an additional Option or Options if the Committee shall so determine.
No Option shall be granted under the Plan after September 13, 2009, but
Options granted before such date may be exercisable after such date.

          4.2  CERTAIN LIMITATIONS.  In no event shall Incentive Stock
Options be granted to an Optionee such that the sum of (i) aggregate fair
market value (determined at the time the Incentive Stock Options are granted)
of the Shares subject to all Options granted under the Plan which are
exercisable for the first time during the same calendar year, plus (ii) the
aggregate fair market value (determined at the time the options are granted)
of all stock subject to all other incentive stock options granted to such
Optionee by the Corporation, its parent and Subsidiaries which are
exercisable for the first time  during such calendar year, exceeds One
Hundred Thousand Dollars ($100,000).  For purposes of the immediately
preceding sentence, fair market value shall be determined as of the date of
grant based on the Fair Market Value Per Share as determined pursuant to
Section 2.3.

     5.   AVAILABLE SHARES AND ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.


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          5.1  SHARES.  Subject to adjustment as provided in Section 5.2
below, the total number of Shares to be subject to Options granted pursuant
to this Plan shall not exceed 600,000 Shares.  Shares subject to the Plan may
be either authorized but unissued shares or shares that were once issued and
subsequently reacquired by the Corporation; the Committee shall be empowered
to take any appropriate action required to make Shares available for Options
granted under this Plan.  If any Option is surrendered before exercise or
lapses without exercise in full or for any other reason ceases to be
exercisable, the Shares reserved therefore shall continue to be available
under the Plan.

          5.2  ADJUSTMENTS.  As used herein, the term "Adjustment Event"
means an event pursuant to which the outstanding Shares of the Corporation
are increased, decreased or changed into, or exchanged for a different number
or kind of shares or securities, without receipt of consideration by the
Corporation, through reorganization, merger, recapitalization,
reclassification, stock split, reverse stock split, stock dividend, stock
consolidation or otherwise.  Upon the occurrence of an Adjustment Event, (i)
appropriate and proportionate adjustments shall be made to the number and
kind of shares and exercise price for the shares subject to the Options which
may thereafter be granted under this Plan, (ii) appropriate and proportionate
adjustments shall be made to the number and kind of and exercise price for
the shares subject to the then outstanding Options granted under this Plan,
and (iii) appropriate amendments to the Option Agreements shall be executed
by the Corporation and the Optionees if the Committee determines that such an
amendment is necessary or desirable to reflect such adjustments.  If
determined by the Committee to be appropriate, in the event of an Adjustment
Event which involves the substitution of securities of a corporation other
than the Corporation, the Committee shall make arrangements for the
assumptions by such other corporation of any Options then or thereafter
outstanding under the Plan.  Notwithstanding the foregoing, such adjustment
in an outstanding Option shall be made without change in the total exercise
price applicable to the unexercised portion of the Option, but with an
appropriate adjustment to the number of shares, kind of shares and exercise
price for each share subject to the Option.  The determination by the
Committee as to what adjustments, amendments or arrangements shall be made
pursuant to this Section 5.2, and the extent thereof, shall be  final and
conclusive.  No fractional Shares shall be issued under the Plan on account
of any such adjustment or arrangement.


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     6.   TERMS AND CONDITIONS OF OPTIONS.

          6.1  INTENDED TREATMENT AS INCENTIVE STOCK OPTIONS.  Incentive
Stock Options granted pursuant to this Plan are intended to be "incentive
stock options" to which Code Sections 421 and 422 apply, and the Plan shall
be construed and administered to implement that intent.  If all or any part
of an Incentive Stock Option shall not be an "incentive stock option" subject
to Sections 421 or 422 of the Code, such Option shall nevertheless be valid
and carried into effect.  All Options granted under this Plan shall be
subject to the terms and conditions set forth in this Section 6 (except as
provided in Section 5.2) and to such other terms and conditions as the
Committee shall determine to be appropriate to accomplish the purpose of the
Plan as set forth in Section 1.

          6.2  AMOUNT AND PAYMENT OF EXERCISE PRICE.

               6.2.1  EXERCISE PRICE.  The exercise price per Share for each
Share which the Optionee is entitled to purchase under a Nonqualified Option
shall be determined by the Committee but shall not be less than eighty-five
percent (85%) of the Fair Market Value Per Share on the date of the grant of
the Nonqualified Option.  The exercise price per Share for each Share which
the Optionee is entitled to purchase under an Incentive Stock Option shall be
determined by the Committee but  shall not be less than the Fair Market Value
Per Share on the date of the grant of the Incentive Stock Option; provided,
however, that the exercise price shall not be less than one hundred ten
percent (110%) of the Fair Market Value Per Share on the date of the grant of
the Incentive Stock Option in the case of an individual then owning (within
the meaning of Code Section 424(d)) more than ten percent (10%) of the total
combined voting power of all classes of stock of the Corporation or of its
parent or Subsidiaries.

               6.2.2  PAYMENT OF EXERCISE PRICE.  The consideration to be
paid for the Shares to be issued upon exercise of an Option, including the
method of payment, shall be determined by the Committee and may consist of
promissory notes, shares of the common stock of the Corporation or such other
consideration and method of payment for the Shares as may be permitted under
applicable state and federal laws.  Shares acquired by a non-employee of the


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Company using Shares of the Common Stock of the Corporation as payment must
be held for six months prior to any disposition thereof.

          6.3  EXERCISE OF OPTIONS.

               6.3.1  Each Option granted under this Plan shall be
exercisable at such times and under such conditions as may be determined by
the Committee at the time of the grant of the Option and as shall be
permissible under the terms of the Plan; provided, however, in no event shall
an Option be exercisable after the expiration of ten (10) years from the date
it is granted, and in the case of an Optionee owning (within the meaning of
Code Section 424(d)), at the time an Incentive Stock Option is granted, more
than ten percent (10%) of the total combined voting power of all classes of
stock of the Corporation or of its parent or Subsidiaries, such Incentive
Stock Option shall not be exercisable later than five (5) years after the
date of grant.

               6.3.2  An Optionee may purchase less than the total number of
Shares for which the Option is exercisable, provided that a partial exercise
of an Option may not be for less than One Hundred (100) Shares and shall not
include any fractional shares.

          6.4  NONTRANSFERABILITY OF OPTIONS.  All Options granted under this
Plan shall be nontransferable, either voluntarily or by operation of law,
otherwise than by will or the laws of descent and distribution, and shall be
exercisable during the Optionee's lifetime only by such Optionee.

          6.5  EFFECT OF TERMINATION OF EMPLOYMENT OR OTHER RELATIONSHIP.
Except as otherwise determined by the Committee in connection with the grant
of Nonqualified Options, the effect of termination of an Optionee's
employment or other relationship with the Corporation on such Optionee's
rights to acquire Shares pursuant to the Plan shall be as follows:

               6.5.1  TERMINATION FOR OTHER THAN DISABILITY OR CAUSE OR
DEATH. If an Optionee ceases to be employed by, or ceases to have a
relationship with, the Corporation for any reason other than for disability,
cause, or death, such Optionee's Options shall expire not later than three
(3) months thereafter. During such three (3) month period and prior to the


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expiration of the Option by its terms, the Optionee may exercise any Option
granted to him, but only to the extent such Options were exercisable on the
date of termination of his employment or relationship and except as so
exercised, such Options shall expire at the end of such three (3) month
period unless such Options by their terms expire before such date.  The
decision as to whether a termination for a reason other than disability,
cause or death has occurred shall be made by the Committee, whose decision
shall be final and conclusive, except that employment shall not be considered
terminated in the case of sick leave or other bona fide leave of absence
approved by the Corporation.

               6.5.2  DISABILITY.  If an Optionee ceases to be employed by,
or ceases to have a relationship with, the Corporation by reason of
disability (within the meaning of Code Section 22(e)(3)), such Optionee's
Options shall expire not later than one (1) year thereafter.  During such one
(1) year period and prior to the expiration of the Option by its terms, the
Optionee may exercise any Option granted to him, but only to the extent such
Options were exercisable on the date the Optionee ceased to be employed by,
or ceased to have a relationship with, the Corporation by reason of
disability and except as so exercised, such Options shall expire at the end
of such one (1) year period unless such Options by their terms  expire before
such date.  The decision as to whether a termination by reason of disability
has occurred shall be made by the Committee, whose decision shall be final
and conclusive.

               6.5.3  TERMINATION FOR CAUSE.  If an Optionee's employment by,
or relationship with, the Corporation is terminated for cause, such
Optionee's Option shall expire immediately; provided, however, the Committee
may, in its sole discretion, within thirty (30) days of such termination,
waive the expiration of the Option by giving written notice of such waiver to
the Optionee at such Optionee's last known address.  In the event of such
waiver, the Optionee may exercise the Option only to such extent, for such
time, and upon such terms and conditions as if such Optionee had ceased to be
employed by, or ceased to have a relationship with, the Corporation upon the
date of such termination for a reason other than disability, cause, or death.
 Termination for cause shall include termination for malfeasance or gross
misfeasance in the performance of duties or conviction of illegal activity in
connection therewith or any


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conduct detrimental to the interests of the Corporation.  The determination
of the Committee with respect to whether a termination for cause has occurred
shall be final and conclusive.

               6.5.4  DEATH OF AN OPTIONEE.  If the Optionee ceases to be
employed by, or ceases to have a relationship with, the Corporation by reason
of death, such Optionee's  Options shall expire not later than three (3)
months thereafter.  During such three (3) month period and prior to the
expiration of the Option by its terms, such Option may be exercised by his
executor or administrator or the person or persons to whom the Option is
transferred by will or the applicable laws of descent and distribution, but
only to the extent such Options were exercisable on the date Optionee ceased
to be employed by, or ceased to have a relationship with, the Corporation by
reason of death.

          6.6  WITHHOLDING OF TAXES.  As a condition to the exercise, in
whole or in part, of any Options the Board of Directors may in its sole
discretion require the Optionee to pay, in addition to the purchase price of
the Shares covered by the Option an amount equal to any Federal, state or
local taxes that may be required to be withheld in connection with the
exercise of such Option.

          6.7  NO RIGHTS TO CONTINUED EMPLOYMENT OR RELATIONSHIP.  Nothing
contained in this Plan or in any Option Agreement shall obligate the
Corporation to employ or have another relationship with any Optionee for any
period or interfere in any way with the right of the Corporation to reduce
such Optionee's compensation or to terminate the employment of or
relationship with any Optionee at any time.

          6.8  TIME OF GRANTING OPTIONS.  The time an Option is granted,
sometimes referred to herein as the date of grant, shall be the day the
Corporation executes the Option Agreement; provided, however, that if
appropriate resolutions of the Committee indicate that an Option is to be
granted as of and on some prior or future date, the time such Option is
granted shall be such prior or future date.


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          6.9  PRIVILEGES OF STOCK OWNERSHIP.  No Optionee shall be entitled
to the privileges of stock ownership as to any Shares not actually issued and
delivered to such Optionee.  No Shares shall be purchased upon the exercise
of any Option unless and until, in the opinion of the Corporation's counsel,
any then applicable requirements of any laws or governmental or regulatory
agencies having jurisdiction and of any exchanges upon which the stock of the
Corporation may be listed shall have been fully complied with.

          6.10  SECURITIES LAWS COMPLIANCE.  The Corporation will diligently
endeavor to comply with all applicable securities laws before any Options are
granted under the Plan and before any Shares are issued pursuant to Options.
Without limiting the generality of the foregoing, the Corporation may require
from the Optionee such investment representation or such agreement, if any,
as counsel for the Corporation may consider necessary or advisable in order
to comply with the Securities Act of 1933 as then in effect, and may require
that the  Optionee agree that any sale of the Shares will be made only in
such manner as is permitted by the Committee.  The Committee in its
discretion may cause the Shares underlying the Options to be registered under
the Securities Act of 1933, as amended, by the filing of a Form S-8
Registration Statement covering the Options and Shares underlying such
Options.  Optionee shall take any action reasonably requested by the
Corporation in connection with registration or qualification of the Shares
under federal or state securities laws.

          6.11  OPTION AGREEMENT.  Each Incentive Stock Option and
Nonqualified Option granted under this Plan shall be evidenced by the
appropriate written Stock Option Agreement ("Option Agreement") executed by
the Corporation and the Optionee in a form substantially the same as the
appropriate form of Option Agreement attached as Exhibit "I" or "II" hereto
(and made a part hereof by this reference) and shall contain each of the
provisions and agreements specifically required to be contained therein
pursuant to this Section 6, and such other terms and conditions as are deemed
desirable by the Committee and are not inconsistent with the purpose of the
Plan as set forth in Section 1.

     7.   PLAN AMENDMENT AND TERMINATION.


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          7.1  AUTHORITY OF COMMITTEE.  The Committee may at any time
discontinue granting Options under the Plan or otherwise suspend, amend or
terminate the Plan and may, with the consent  of an Optionee, make such
modification of the terms and conditions of such Optionee's Option as it
shall deem advisable; provided that, except as permitted under the provisions
of Section 5.2, the Committee shall have no authority to make any amendment
or modification to this Plan or any outstanding Option thereunder which
would: (i) increase the maximum number of shares which may be purchased
pursuant to Options granted under the Plan, either in the aggregate or by an
Optionee (except pursuant to Section 5.2); (ii) change the designation of the
class of the employees eligible to receive Incentive Stock Options; (iii)
extend the term of the Plan or the maximum Option period thereunder; (iv)
decrease the minimum Incentive Stock Option price or permit reductions of the
price at which shares may be purchased for Incentive Stock Options granted
under the Plan; or (v) cause Incentive Stock Options issued under the Plan to
fail to meet the requirements of incentive stock options under Code Section
422.  An amendment or modification made pursuant to the provisions of this
Section 7 shall be deemed adopted as of the date of the action of the
Committee effecting such amendment or modification and shall be effective
immediately, unless otherwise provided therein, subject to approval thereof
(1) within twelve (12) months before or after the effective date by
stockholders of the Corporation holding not less than a majority vote of the
voting power of the Corporation voting in person or by proxy at a duly held
stockholders meeting when required to maintain or satisfy the requirements of
Code Section 422 with respect to Incentive  Stock Options, and (2) by any
appropriate governmental agency.  No Option may be granted during any
suspension or after termination of the Plan.

          7.2  TEN (10) YEAR MAXIMUM TERM.  Unless previously terminated by
the Committee, this Plan shall terminate on September 13, 1999, and no
Options shall be granted under the Plan thereafter.

          7.3  EFFECT ON OUTSTANDING OPTIONS.  Amendment, suspension or
termination of this Plan shall not, without the consent of the Optionee,
alter or impair any rights or obligations under any Option theretofore
granted.


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     8.   EFFECTIVE DATE OF PLAN.  This Plan shall be effective as of August
11, 1999, the date the Plan was adopted by the Board of Directors and the
affirmative vote of a majority of the issued and outstanding Shares of common
stock of the Corporation represented and voting at a duly held meeting at
which a quorum is present within twelve (12) months thereafter.  The
Committee shall be authorized and empowered to make grants of Options
pursuant to this Plan prior to such approval of this Plan by the
stockholders; provided, however, in such event the Option grants shall be
made subject to the approval of this Plan and such Option grants by the
stockholders in accordance with the provisions of this Section 8.

     9.   MISCELLANEOUS PROVISIONS.

          9.1  EXCULPATION AND INDEMNIFICATION.  The Corporation shall
indemnify and hold harmless the Committee from and against any and all
liabilities, costs and expenses incurred by such persons as a result of any
act, or omission to act, in connection with the performance of such persons'
duties, responsibilities and obligations under the Plan, other than such
liabilities, costs and expenses as may result from the gross negligence, bad
faith, willful conduct and/or criminal acts of such persons.

          9.2  GOVERNING LAW.  The Plan shall be governed and construed in
accordance with the laws of the State of Florida and the Code.

          9.3  COMPLIANCE WITH APPLICABLE LAWS.  The inability of the
Corporation to obtain from any regulatory body having jurisdiction authority
deemed by the Corporation's counsel to be necessary to the lawful issuance
and sale of any Shares upon the exercise of an Option shall relieve the
Corporation of any liability in respect of the non-issuance or sale of such
Shares as to which such requisite authority shall not have been obtained.

                              americabilia.com, Inc., a Florida corporation


                              By:/s/ Carol Slavin
                                 --------------------------------
                                   Carol Slavin, President


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