BONUS STOCK ISSUANCE AGREEMENT

         THIS AGREEMENT (this "Agreement") is entered into as of April 11, 2002
(the "Date of Grant"), by and between I-INCUBATOR.COM, INC., a Florida
corporation (the "Company"), and MICHAEL D. FARKAS ("Farkas").

                                    RECITALS

     A. The Company has agreed to issue 300,000 shares of common stock to Farkas
as a bonus.


                                    AGREEMENT

         NOW, THEREFORE, the parties hereto, for good and sufficient
consideration the receipt of which is hereby acknowledged, and intending to be
legally bound, do hereby agree as follows:

     1. Grant of Stock Issuance. Company has agreed to and will issue 300,000
shares of Company Common Stock to Farkas as a bonus ("Bonus Shares").

     2. Registration Statement. The Company shall cause the issuance of the
Bonus Shares to be registered under the Securities Act of 1933 as amended by
filing a Form S-8 Registration Statement covering the Bonus Shares. Farkas shall
take any action reasonably requested by the Company in connection with
registration or qualification of the Bonus Shares under federal or state
securities laws.

3.       General Provisions.

     3.1 Amendments; Waivers. This Agreement may be amended only by agreement in
writing of all parties. No waiver of any provision nor consent to any exception
to the terms of this Agreement shall be effective unless in writing and signed
by the party to be bound and then only to the specific purpose, extent and
instance so provided.

     3.2 Entire Agreement. This Agreement, together with its exhibit,
constitutes the entire agreement among the parties pertaining to the subject
matter hereof and supersedes all prior agreements and understandings of the
parties in connection therewith.

     3.3 Governing Law. This Agreement and the legal relations between the
parties shall be governed by and construed in accordance with the laws of the
State of Florida applicable to contracts made and performed in such State.

     3.4 Attorneys' Fees. Should any action or proceeding be brought to construe
or enforce the terms and conditions of this Agreement or the rights of the
parties hereunder, the losing party shall pay to the prevailing party all court
costs and reasonable attorneys' fees and

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costs (at the prevailing party's attorneys then current rates) incurred in such
action or proceeding. A party that voluntarily dismisses an action or proceeding
shall be considered a losing party for purposes of this provision. Attorneys'
fees incurred in enforcing any judgment in respect of this Agreement are
recoverable as a separate item. The preceding sentence is intended to be
severable from the other provisions of this Agreement and to survive any
judgment and, to the maximum extent permitted by law, shall not be deemed merged
into any such judgment.

     3.5 Receipt of Agreement. Each of the parties hereto acknowledges that he
has read this Agreement in its entirety and does hereby acknowledge receipt of a
fully executed copy thereof. A fully executed copy shall be an original for all
purposes, and is a duplicate original.

     3.6 Notices. Any written notice required or permitted to be given shall be
deemed delivered either when personally delivered or when mailed, registered or
certified, postage prepaid with return receipt requested, if to Farkas to the
last residence address of Farkas as provided by him to the Company from time to
time, and if to the Company, addressed to the last address of the Company
provided by it to Farkas from time to time.

     3.7 Severability. If any provision of this Agreement is determined to be
invalid, illegal or unenforceable by any governmental entity, the remaining
provisions of this Agreement to the extent permitted by law shall remain in full
force and effect

     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.

ATTEST:                             I-INCUBATOR.COM, INC.


/s/ Ralph Perez                     By:/s/ Jamee Kalimi
-----------------                   ------------------------
                                      JAMEE KALIMI, President

WITNESS:

 /s/ Arax Sade                       /s/ Michael D. Farkas
-----------------                   ---------------------------
                                         MICHAEL D. FARKAS