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                                                                   EXHIBIT 10.38



                            CYBEROAD.COM CORPORATION

                                STOCK AWARD PLAN

1. PURPOSE OF THE PLAN.

     The purpose of this Stock Award Plan (the "Plan") is to provide incentives
and rewards to selected eligible directors, officers, employees and consultants
of Cyberoad.com Corporation (the "Company") or its subsidiaries in order to
assist the Company and its subsidiaries in attracting, retaining and motivating
those persons by providing for or increasing the proprietary interests of those
persons in the Company, and by associating their interests in the Company with
those of the Company's shareholders.

2. ADMINISTRATION OF THE PLAN.

     The Plan shall be administered by the Board of Directors of the Company
(the "Board"), or a committee of the Board (the "Committee") whose members shall
serve at the pleasure of the Board. If administration is delegated to the
Committee, the Committee shall have, in connection with the administration of
the Plan, the powers theretofore possessed by the Board (and references in this
Plan to the Board shall thereafter be to the Committee), subject, however, to
such resolutions, not inconsistent with the provisions of the Plan as may be
adopted from time to time by the Board.

     The Board shall have all the powers vested in it by the terms of the Plan,
including exclusive authority (i) to select from among eligible directors,
officers, employees and consultants, those persons to be granted "Awards" (as
defined below) under the Plan; (ii) to determine the type, size and terms of
individual Awards (which need not be identical) to be made to each person
selected; (iii) to determine the time when Awards will be granted and to
establish objectives and conditions (including, without limitation, vesting and
performance conditions), if any, for earning Awards; (iv) to amend the terms or
conditions of any outstanding Award, subject to applicable legal restrictions
and to the consent of the other party to such Award; (v) to determine the
duration and purpose of leaves of absences which may be granted to holders of
Awards without constituting termination of their employment for purposes of
their Awards; (vi) to authorize any person to execute, on behalf of the Company,
any instrument required to carry out the purposes of the Plan; and (vii) to make
any and all other determinations which it determines to be necessary or
advisable in the administration of the Plan. The Board shall have full power and
authority to administer and interpret the Plan and to adopt, amend and revoke
such rules, regulations, agreements, guidelines and instruments for the
administration of the Plan and for the conduct of its business as the Board
deems necessary or advisable. The Board's interpretation of the Plan, and all
actions taken and determinations made by the Board pursuant to the powers vested
in it hereunder, shall be conclusive and binding on all parties concerned,
including the Company, its shareholders, any participants in the Plan and any
other employee of the Company or any of its subsidiaries.


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3. PERSONS ELIGIBLE UNDER THE PLAN.

     Any person who is a director, officer, employee or consultant of the
Company, or any of its subsidiaries (a "Participant"), shall be eligible to be
considered for the grant of Awards under the Plan.

4. AWARDS.

     (a) Common Stock and Derivative Security Awards. Awards authorized under
the Plan shall consist of any type of arrangement with a Participant that is not
inconsistent with the provisions of the Plan and that, by its terms, involves or
might involve or be made with reference to the issuance of (i) shares of the
Common Stock, par value per share as set forth in Stock Option Agreement, of the
Company (the "Common Stock") or (ii) a "derivative security" (as that term is
defined in Rule 16a-1(c) of the Rules and Regulations of the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended, as
the same may be amended from time to time) with an exercise or conversion price
related to the Common Stock or with a value derived from the value of the Common
Stock.

     (b) Types of Awards. Awards are not restricted to any specified form or
structure and may include, but need not be limited to, sales, bonuses and other
transfers of stock, restricted stock, stock options, reload stock options, stock
purchase warrants, other rights to acquire stock or securities convertible into
or redeemable for stock, stock appreciation rights, phantom stock, dividend
equivalents, performance units or performance shares, or any other type of Award
which the Board shall determine is consistent with the objectives and
limitations of the Plan. An Award may consist of one such security or benefit,
or two or more of them in tandem or in the alternative.

     (c) Consideration. Common Stock may be issued pursuant to an Award for any
lawful consideration as determined by the Board, including, without limitation,
a cash payment, services rendered, or the cancellation of indebtedness.

     (d) Guidelines. The Board may adopt, amend or revoke from time to time
written policies implementing the Plan. Such policies may include, but need not
be limited to, the type, size and term of Awards to be made to participants and
the conditions for payment of such Awards.

     (e) Terms and Conditions.

          (i)  Subject to the provisions of the Plan, the Board, in its sole and
absolute discretion, shall determine all of the terms and conditions of each
Award granted pursuant to the Plan.

          (ii) The terms and conditions of an Award may include, among other
things:

               (1)  any provision necessary for such Award to qualify as an
               incentive stock option under Section 422 of the Internal Revenue
               Code of 1986, as amended (the "Code") (an "Incentive Stock
               Option");

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           (2) a provision permitting the recipient of such Award to pay the
               purchase price of the Common Stock or other property issuable
               pursuant to such Award, or to pay such recipient's tax
               withholding obligation with respect to such issuance, in whole or
               in part, by delivering previously owned shares of capital stock
               of the Company (including "pyramiding") or other property, or by
               reducing the number of shares of Common Stock or the amount of
               other property otherwise issuable pursuant to such Award; or

           (3) a provision conditioning or accelerating the receipt of benefits
               pursuant to the Award, or terminating the Award, either
               automatically or in the discretion of the Board, upon the
               occurrence of specified events, including, without limitation, a
               change of control of the Company, an acquisition of a specified
               percentage of the voting power of the Company, the dissolution or
               liquidation of the Company, a sale of substantially all of the
               property and assets of the Company or an event of the type
               described in Section 7 of the Plan.

     (iii) The terms and conditions of each Award which is a stock option or
           stock purchase right shall be in compliance with the following
           limitations:

           (4) The exercise price of an option or purchase price of a stock
               purchase right may not be less than 85% of the fair value of the
               Common Stock at the time the option or stock purchase right is
               granted, unless the Participant owns stock possessing more than
               10% of the total combined voting power of all classes of stock of
               the Company, in which event the exercise price of an option may
               not be less than 110% of the fair value of the Common Stock and
               the purchase price of a stock purchase right may not be less than
               100% of the fair value of the Common Stock;

           (5) The exercise period of an option may not be more than 120 months
               from the date the option is granted, unless the option is granted
               to a Participant who owns stock possessing more than 10% of the
               total combined voting power of all classes of stock of the
               Company, in which event the exercise period of such option may
               not be more than 60 months from the date the option is granted.

           (6) A participant who is not an officer, director or consultant of
               the Company must have the right to exercise an option at the rate
               of at least 20% per year over 5 years from the date the option is
               granted, subject to earlier termination of the option and other
               reasonable conditions;



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               (7)  An option or stock purchase right may not be transferable
                    by the Participant other than by will or the laws of
                    descent and distribution;

               (8)  Subject to the provisions of Section 4(f) hereof, the
                    Participant must have the right to exercise an option,
                    following termination of employment, to the extent it was
                    exercisable at termination of employment; (I) at least six
                    months from the date of termination if termination if caused
                    by death or disability; and (II) at least 30 days from the
                    date of termination if termination was caused other than by
                    death or disability; and

               (9)  If an option agreement or stock purchase agreement gives
                    the Company the right to repurchase shares upon termination
                    of employment, (I) the repurchase price must be equal to
                    either the fair value of the shares on the date of
                    termination of employment or the original purchase price
                    paid by the Participant for the shares (provided that the
                    right to repurchase at the original purchaser price must
                    lapse at the rate of at least 20% of the shares per year
                    over 5 years from the date the option or stock purchase
                    right is granted), (II) the right must be exercised for
                    cash or cancellation of purchase money indebtedness for the
                    shares within 90 days of termination of employment, and
                    (III) the right must expire if the Common Stock of the
                    Company becomes publicly traded.

     (f)  Suspension or Termination of Awards. If the Company believes that a
Participant has committed an act of misconduct as described below, the Company
may suspend the Participant's rights under any then outstanding Award pending a
determination by the Board. If the Board determines that a Participant has
committed an act of embezzlement, fraud, nonpayment of any obligation owed to
the Company or any subsidiary, breach of fiduciary duty or deliberate disregard
of the Company's rules resulting in loss, damage or injury to the Company, or
if a Participant makes an unauthorized disclosure of trade secret or
confidential information of the Company, engages in any conduct constituting
unfair competition, or induces any customer of the Company to breach a contract
with the Company, neither the Participant nor his or her estate shall be
entitled to exercise any rights whatsoever with respect to such Award. In making
such determination, the Board shall act fairly and shall give the Participant a
reasonable opportunity to appear and present evidence on his or her behalf to
the Board.

5.   SHARES OF COMMON STOCK SUBJECT TO THE PLAN.

     The aggregate number of shares of Common Stock that may be issued or
issuable pursuant to all Awards under the Plan (including Awards in the form of
Incentive Stock Options and Non-Statutory Stock Options) shall not exceed the
amount of Common Stock as approved by the Board of Directors, subject to
adjustment as provided in Section 7 of the Plan. Shares of Common Stock subject
to the Plan may consist, in whole or in part, of authorized and unissued shares
or treasury shares. Any shares of Common Stock subject to an Award which for
any reason expires or is



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terminated unexercised as to such shares shall again be available for issuance
under the Plan. For purposes of this Section 5, the aggregate number of shares
of Common Stock that may be issued at any time pursuant to Awards granted under
the Plan shall be reduced by: (i) the number of shares of Common Stock
previously issued pursuant to Awards granted under the Plan, other than shares
of Common Stock subsequently reacquired by the Company pursuant to the terms
and conditions of such Awards and with respect to which the holder thereof
received no benefits of ownership, such as dividends; and (ii) the number of
shares of Common Stock which were otherwise issuable pursuant to Awards granted
under this Plan but which were withheld by the Company as payment of the
purchase price of the Common Stock issued pursuant to such Awards or as payment
of the recipient's tax withholding obligation with respect to such issuance.

6.   PAYMENT OF AWARDS.

     The Board shall determine the extent to which Awards shall be payable in
cash, shares of Common Stock or any combination thereof. The Board may, upon
request of a Participant, determine that all or a portion of a payment to that
Participant under the Plan, whether it is to be made in cash, shares of Common
Stock or a combination thereof, shall be deferred. Deferrals shall be for such
periods and upon such terms as the Board may determine in its sole discretion.

7.   DILUTION AND OTHER ADJUSTMENT.

     In the event of any change in the outstanding shares of the Common Stock or
other securities then subject to the Plan by reason of any stock split, reverse
stock split, stock dividend, recapitalization, merger, consolidation,
combination or exchange of shares or other similar corporate change, or if the
outstanding securities of the class then subject to the Plan are exchanged for
or converted into cash, property or a different kind of securities, or if cash,
property or securities are distributed in respect of such outstanding securities
as a class (other than cash dividends), then the Board may, and shall in the
event of a stock split, reverse stock split, stock dividend, recapitalization,
combination of recapitalization of the Company's stock, make such equitable
adjustments to the Plan and the Awards thereunder (including, without
limitation, appropriate and proportionate adjustments in (i) the number and type
of shares or other securities or cash or other property that may be acquired
pursuant to Incentive Stock Options and other Awards theretofore granted under
the Plan, (ii) the maximum number and type of shares or other securities that
may be issued pursuant to Incentive Stock Options and other Awards thereafter
granted under the Plan; and (iii) the maximum number of securities with respect
to which Awards may thereafter be granted to any Participant in any fiscal year)
as the Board in its sole discretion determines appropriate, including any
adjustments in the maximum number of shares referred to in Section 5 of the
Plan. Such adjustments shall be conclusive and binding for all purposes of the
Plan.

8.   MISCELLANEOUS PROVISIONS.

     (a)  Definitions. As used herein, "subsidiary" means any current or future
corporation which would be a "subsidiary corporation," as that term is defined
in Section 424(f) of the Code, of the Company; and the term "or" means "and/or."

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     (b)  CONDITIONS ON ISSUANCE.  Securities shall not be issued pursuant to
Awards unless the grant and issuance thereof shall comply with all relevant
provisions of law and the requirements of any securities exchange or quotation
system upon which any securities of the Company are listed, and shall be
further subject to approval of counsel for the Company with respect to such
compliance. Inability of the Company to obtain authority from any regulatory
body having jurisdiction, which authority is determined by Company counsel to
be necessary to the lawful issuance and sale of any security or Award, shall
relieve the Company of any liability in respect of the nonissuance or sale of
such securities as to which requisite authority shall not have been obtained.

     (c)  RIGHTS AS SHAREHOLDER.  A participant under the Plan shall have no
rights as a holder of Common Stock with respect to Awards hereunder unless and
until certificates for shares of such stock are issued to the participant.

     (d)  AGREEMENTS.  All Awards granted under the Plan shall be evidenced by
written agreements in such form and containing such terms and conditions (not
inconsistent with the Plan) as the Board shall from time to time adopt.

     (e)  WITHHOLDING TAXES.  The Company shall have the right to deduct from
all Awards hereunder paid in cash any federal, state, local or foreign taxes
required by law to be withheld with respect to such awards and, with respect to
awards paid in stock, to require the payment (through withholding from the
participant's salary or otherwise) of any such taxes. The obligation of the
Company to make delivery of awards in cash or Common Stock shall be subject to
the restrictions imposed by any and all governmental authorities.

     (f)  NO RIGHTS TO AWARD.  No Participant or other person shall have any
right to be granted an Award under the Plan. Neither the Plan nor any action
taken hereunder shall be construed as giving any Participant any right to be
retained in the employ of the company or any of its subsidiaries or shall
interfere with or restrict in any way the rights of the Company or any of its
subsidiaries, which are hereby reserved, to discharge a Participant at any time
for any reason whatsoever, with or without good cause.

     (g)  COSTS AND EXPENSES.  The costs and expenses of administering the Plan
shall be borne by the Company and not charged to any award nor to any
Participant receiving an Award.

     (h)  FUNDING OF PLAN.  The Plan shall be unfunded. The Company shall not be
required to establish any special or separate fund or to make any other
segregation of assets to assure the payment of any Award under the Plan.

     (i)  INFORMATION TO AWARD HOLDERS.  The Company will provide to
Participants who have received Awards under the Plan financial statements of the
Company at least annually.



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9.  AMENDMENTS AND TERMINATION.

     (a) Amendments. The Board may at any time terminate or from time to time
amend the Plan in whole or in part, but no such action shall adversely affect
any rights or obligations with respect to any Awards theretofore made under the
Plan. However, with the consent of the Participant affected, the Board may amend
outstanding agreements evidencing Awards under the Plan in a manner not
inconsistent with the terms of the Plan.

     (b) Shareholder Approval. To the extent that Section 422 of the Code, other
applicable law, or the rules, regulations, procedures or listing agreement of
any national securities exchange or quotation system, requires that any
amendment of the Plan be approved by the shareholders of the Company, no such
amendment shall be effective unless and until it is approved by the shareholders
in such a manner and to such a degree as is required.

     (c) Termination. Unless the Plan shall theretofore have been terminated as
above provided, the Plan (but not the awards theretofore granted under the Plan)
shall terminate on and no awards shall be granted after August 18, 2009.

10. EFFECTIVE DATE.

     The Plan is effective on April 1, 1999, the date on which it was adopted by
the Board of Directors of the Company.

11. GOVERNING LAW.

     The Plan and any agreements entered into thereunder shall be construed and
governed by the laws of the State of Florida applicable to contracts made
within, and to be performed wholly within, such jurisdiction, without regard to
the application of conflict of laws rules of such jurisdiction.

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