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                                     COMPUSA INC.
                             COZONE.COM STOCK OPTION PLAN

                                      ARTICLE I
                                     DEFINITIONS

       As used in this Plan, the following terms will have the following
meanings:

       1.1.   BOARD means the Company's Board of Directors.

       1.2.   BUSINESS shall mean the business involving the sale of computer
hardware, software and peripherals as well as certain other consumer electronics
and technology products via the Internet, as conducted by Cozone L.L.C. or its
successor.

       1.3.   CAUSE means an act or acts engaged in by an Optionee involving (i)
a felony, (ii) fraud, (iii) embezzlement, (iv) gross or willful neglect of duty
or misconduct, or (v) the commission of any act that causes or reasonably may be
expected to cause substantial injury to the Company.

       1.4.   CODE means the federal Internal Revenue Code of 1986, as amended.

       1.5.   COMMISSION means the United States Securities and Exchange
Commission.

       1.6.   COMMITTEE means a committee comprised of two or more Directors of
the Company, appointed by the Board; provided that the full Board may at any
time, in its sole discretion, exercise any or all functions and authority of the
Committee.

       1.7.   COMPANY means CompUSA Inc., a Delaware corporation.

       1.8.   COZONE INC. means cozone.com inc., a Delaware corporation.

       1.9.   COZONE INC. PLAN means the cozone.com inc. Long-Term Incentive
Plan.

       1.10.  COZONE L.L.C. means cozone.com l.l.c., a Delaware limited
              liability company.

       1.11.  DIRECTOR means a member of the Board of Directors of the Company
or of a subsidiary thereof.

       1.12.  DISABILITY of an Optionee will be deemed to occur whenever an
Optionee is rendered unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment that can be
expected to result in death or that has lasted or can be expected to last for a
continuing period of not less than 12 months.  In the case of any dispute as to
whether or not an Optionee is disabled within the meaning of this Section, the
determination of disability will

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be made by a licensed physician selected by the Board and acceptable to the
Optionee, which physician's decision will be final and binding.

       1.13.  EMPLOYEE means any employee of the Company or of any of its
subsidiaries, as defined under Section 3401(c) of the Code and the regulations
promulgated thereunder.

       1.14.  EMPLOYMENT AGREEMENT means an agreement, if any, between the
Company or any subsidiary thereof and an Optionee, setting forth the terms and
conditions of the Optionee's employment by the Company or such subsidiary.

       1.15.  EXCHANGE ACT means the Securities Exchange Act of 1934, as
amended.

       1.16.  EXERCISE PRICE means the price to be paid by an Optionee for a
share of Stock upon exercise of an Option.

       1.17.  NONEMPLOYEE DIRECTOR means a member of the Board who is not an
Employee.

       1.18.  OPTION means an option to purchase Stock granted under the Plan.

       1.19.  OPTION AGREEMENT means a written agreement between the Company and
an Optionee setting forth the terms and conditions of an Option.

       1.20.  OPTION VALUE with respect to any date shall be equal to (i) the
Stock Value calculated as of such date minus the Exercise Price, multiplied by
(ii) the number of shares of Stock that would be purchasable pursuant to the
Option as of such date if it was exercisable in full.

       1.21.  OPTIONEE means a person to whom an Option has been granted.

       1.22.  PLAN means this cozone.com Stock Option Plan of the Company, as
amended from time to time.

       1.23.  PUBLICLY TRADED means either (i) listed on the New York Stock
Exchange or (ii) quoted on the National Association of Securities Dealers
Automated Quotation National Market System.

       1.24.  RETIREMENT means resignation by the Optionee on or after the date
on which the Optionee has served the Company or one or more subsidiaries thereof
for at least five years in the aggregate.

       1.25.  SECURITIES ACT means the Securities Act of 1933, as amended.


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       1.26.  STOCK means Class A Common Stock, par value $.01 per share, of
Cozone Inc., or, in the event the outstanding shares of such stock are hereafter
changed into or exchanged for shares of a different security of Cozone Inc. or
some other company, such other security.

       1.27.   "STOCK VALUE" with respect to any date shall be equal to the
average of the valuations of a share of Stock as of such date determined by two
independent, nationally-recognized investment banking firms, which valuations
shall equal the fair market value of one share of Stock without taking into
account any discount for illiquidity or lack of control.

                                      ARTICLE II
                                       GENERAL

       2.1.   PURPOSE.  This Plan is intended to encourage ownership of Stock by
Optionees and to provide additional incentives for them to promote the success
of the Company's business and its investment in Cozone Inc.

       2.2.   TERM OF THE PLAN.  Options may not be granted after November 2,
2009.

       2.3.   STOCK SUBJECT TO THE PLAN.  Subject to the provisions of Section
5.2 and subject to any additional restrictions elsewhere in the Plan, the
maximum aggregate number of shares of Stock that may be available from time to
time pursuant to the Plan may not exceed 600,000.  Shares available pursuant to
Options will be shares of Stock held by the Company.  If Options expire or
terminate for any reason without having been exercised in full, the shares not
purchased will again be available for purchase pursuant to the Plan.

       2.4.   ELIGIBILITY.  Any full-time or part-time Employee, Director,
consultant or advisor of one or more of the Company or any subsidiary thereof
will be eligible to be an Optionee.

       2.5.   ACCELERATION AND TREATMENT OF OPTION IN CERTAIN EVENTS.  The
Committee may accelerate the exercisability of any Option in whole or in part at
any time.  In addition, notwithstanding the provisions of any Option Agreement,
the following provisions will apply:

       (a)    SALE, MERGER OR REORGANIZATION.  If before the Stock has become
Publicly Traded, the Company enters into an agreement to dispose of all or
substantially all the assets of the Company, by means of a sale, merger or other
reorganization, liquidation or otherwise in a transaction in which the Company
is not the surviving corporation, the Company shall purchase, if Optionee so
elects, the entire Option for a price equal to the Option Value (as defined
below) calculated as of the date the transaction requiring such determination is
consummated, payable in cash as soon as practicable and in any event within 60
days after consummation of the transaction causing such purchase obligation;
provided that no purchase obligation shall exist under this Section 2.5(a) on
account of any agreement of merger or other reorganization when the stockholders
of the Company immediately before consummation of the transaction will own at
least 50% of the


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total combined voting power of all classes of stock entitled to vote of the
surviving entity immediately after consummation of the transaction.

       (b)    COMPANY CHANGE IN CONTROL.  If a Company Change In Control (as
defined below) occurs before the Stock has become Publicly Traded, the Company
shall purchase, if Optionee so elects, the entire Option for a price equal to
the Option Value calculated as of the date the transaction requiring such
determination is consummated, payable in cash as soon as practicable and in any
event within 60 days after the occurrence of the event constituting the Company
Change In Control.

       (c)    COZONE CHANGE IN CONTROL.  If a Cozone Change In Control (as
defined below) occurs before the Stock has become Publicly Traded, the Company
shall purchase, if Optionee so elects, the entire Option for a price equal to
the Option Value calculated as of the date the transaction requiring such
determination is consummated.  Any payment due pursuant to the preceding
sentence shall be made, at the Company's sole option, by tendering such payment
in the form of (i) cash, (ii) shares of the common stock of the Company, with
each of such shares valued at the closing sale price of a share of Company
common stock on the last trading day immediately preceding the date of payment,
or (iii) any combination of the foregoing.  The resale of any shares of Company
common stock tendered to Optionee pursuant to the preceding sentence must at the
time of such tender be registered pursuant to an effective registration
statement filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended.

       (d)    POST-IPO COZONE CHANGE IN CONTROL.  If a Cozone Change In Control
occurs after the Stock has become Publicly Traded, the Option will become
immediately exercisable in full.

       (e)    Certain defined terms:

              (i)    At any time BEFORE the Stock has become Publicly Traded, a
       "Cozone Change In Control" shall be deemed to have occurred if either (a)
       the Company and its majority-owned direct or indirect subsidiaries shall
       at any time cease to be the beneficial owners, collectively, of
       securities representing at least 15% of the equity interest in Cozone
       Inc., or (b) any of Cozone Inc. or its stockholders or Cozone L.L.C. or
       its members enter into an agreement to dispose of all or substantially
       all the assets of the Business by means of a sale, merger or other
       reorganization, liquidation or otherwise in a transaction in which the
       Company or Cozone L.L.C., as applicable, is not the surviving entity;
       provided that entering into such an agreement shall not constitute a
       Company Change In Control if (1) the stockholders of the Company and
       members of Cozone L.L.C., as applicable, immediately before the
       consummation of the transaction will collectively own or control,
       directly or indirectly, at least 15% of the equity interest of the
       surviving entity or successor in ownership to the Business, as
       applicable, immediately after the consummation of the transaction, or (2)
       the surviving entity or successor in ownership to the Business is the
       Company or an entity controlled directly or indirectly by the Company.


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              At any time AFTER the Stock has become Publicly Traded, a "Cozone
       Change In Control" shall be deemed to have occurred if Cozone Inc. has
       adopted a stockholder rights plan (the "Cozone Rights Plan") and either
       (a) a Person has met the requirements for becoming an Acquiring Person of
       Cozone Inc., whether or not a Distribution Date occurs or the Rights are
       redeemed by Cozone Inc.; provided that a Cozone Change In Control shall
       not be deemed to have occurred for purposes hereof with respect to any
       Person meeting the requirements of clauses (i) and (ii) of
       Rule 13d-1(b)(1) promulgated under the Exchange Act, or any successor
       provision (for purposes of this Section 2.5(e)(i), "Person," "Acquiring
       Person," "Distribution Date" and "Rights" shall have the meanings
       ascribed to such terms or any analogous terms in the Cozone Rights Plan
       on the date the Cozone Rights Plan is adopted, whether or not the Cozone
       Rights Plan is subsequently amended to change the meaning of any such
       terms or analogous terms), or (b) any of Cozone Inc. or its stockholders
       or Cozone L.L.C. or its members enter into an agreement to dispose of all
       or substantially all of the assets of the Business by means of a sale,
       merger or other reorganization, liquidation or otherwise in a transaction
       in which Cozone Inc. or Cozone L.L.C., as applicable, is not the
       surviving entity; provided that entering into such an agreement shall not
       constitute a Cozone Change In Control if (1) the stockholders of Cozone
       Inc. and members of Cozone L.L.C., as applicable, immediately before the
       consummation of the transaction will collectively own or control,
       directly or indirectly, at least 15% of the equity interest of the
       surviving entity or successor in ownership to the Business, as
       applicable, immediately after the consummation of the transaction, or (2)
       the surviving entity or successor in ownership to the Business is the
       Company or an entity controlled directly or indirectly by the Company.

              (ii)   A "Company Change In Control" shall be deemed to have
       occurred when any Person meets the requirements for becoming an Acquiring
       Person of the Company, whether or not a Distribution Date occurs or the
       Rights are redeemed by the Company; provided that a Company Change In
       Control shall not be deemed to have occurred for purposes hereof with
       respect to any Person meeting the requirements of clauses (i) and (ii) of
       Rule 13d-1(b)(1) promulgated under the Exchange Act, or any successor
       provision.  For purposes of this Section 2.5(e)(ii), "Person," "Acquiring
       Person," "Distribution Date" and "Rights" shall have the meanings
       ascribed to such terms in the Rights Agreement between the Company and
       Bank One, Texas, N.A. as Rights Agent (American Stock Transfer & Trust
       Company became successor Rights Agent as of August 19, 1996), dated as of
       April 29, 1994.  Notwithstanding the foregoing, a Company Change In
       Control shall not be deemed to have occurred in the event a Cozone Change
       In Control shall have occurred at any time prior to the occurrence of the
       event otherwise constituting a Company Change In Control.

       2.6.   RESTRICTIONS ON TRANSFER OF SHARES.  Notwithstanding any other
provision of the Plan, if at any time in the reasonable opinion of the Company
the transfer of shares of Stock pursuant to an Option may constitute a violation
of law, then the Company may delay such transfer and the delivery of a
certificate for such shares of Stock until (i) approval has been obtained from
such governmental agencies, other than the Commission, as may be required under
any applicable law,


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rule or regulation and (ii) in the case where such issuance would constitute
a violation of a law administered by or a regulation of the Commission, one
of the following conditions has been satisfied:

              (a)    the transfer of the Stock has been effectively registered
       under the Securities Act; or

              (b)    a no-action letter in form and substance reasonably
       satisfactory to the Company with respect to the transfer of such shares
       has been obtained by the Company from the staff of the Commission.

The Company will make all reasonable efforts to bring about the occurrence of
such events.

       2.7.   PURCHASE FOR INVESTMENT; SUBSEQUENT REGISTRATION.

              (a)    Unless the transfer of the shares of Stock from the Company
       to an Optionee pursuant to exercise of an Option has been effectively
       registered under the Securities Act, the Company will be under no
       obligation to transfer any shares of Stock pursuant to exercise of an
       Option unless the Optionee gives a written representation to the Company
       that is satisfactory in form and substance to its counsel and upon which
       the Company may reasonably rely, that he is acquiring the shares of Stock
       transferred pursuant to such Option as an investment and not with a view
       to, or for sale in connection with, the distribution of any such shares
       of Stock.

              (b)    If required in the opinion of counsel, each certificate
       representing shares of Stock transferred by the Company to an Optionee
       pursuant to exercise of an Option will bear a reference to the investment
       representation made in accordance with this Section 2.7 and to the fact
       that no registration statement has been filed with the Commission in
       respect of the transfer of such shares of Stock.

       2.8.   WITHHOLDING.

              (a)    Whenever shares of Stock are to be transferred pursuant to
       exercise of an Option, the Company will have the right to require the
       Optionee to remit to the Company an amount sufficient to satisfy federal,
       state, local or other withholding tax requirements (whether so required
       to secure for the Company an otherwise available tax deduction or
       otherwise) prior to the delivery of any certificate or certificates for
       such shares of Stock.

              (b)    When an Optionee is required to pay to the Company an
       amount required to be withheld under applicable income tax laws in
       connection with exercise of an Option, such payment may be made either in
       cash or by certified or cashier's check.


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       2.9.   RESERVATION OF STOCK.  The Company must at all times during the
term of the Plan reserve or otherwise keep available such number of shares of
Stock as will be sufficient to satisfy the requirements of the Plan and will pay
all fees and expenses necessarily incurred by the Company in connection
therewith.

       2.10.  NO SPECIAL EMPLOYMENT OR OTHER RIGHTS. Nothing contained in the
Plan or in any Option will confer upon any Optionee any right with respect to
the continuation of his employment or service with the Company (or any
subsidiary), or interfere in any way with the right of the Company (or any
subsidiary),  subject to the terms of any separate employment or consulting
agreement or provision of law or certificate of incorporation or bylaws to the
contrary, at any time to terminate such employment or consulting agreement or to
increase or decrease the compensation of the Optionee from the rate in existence
at the time of the grant of an Option.

                                     ARTICLE III
                                    ADMINISTRATION

       3.1.   ADMINISTRATION.  Subject to the provisions of the Plan, the Plan
will be administered by the Committee.  The Committee will have sole discretion
and authority to determine from time to time the Optionees to whom Options will
be granted and the number of shares of Stock subject to each Option, to
interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to it, to determine and interpret the terms and provisions of each
Option Agreement and to make all other determinations necessary or advisable for
the administration of the Plan.  In making such determinations, the Committee
may take into account the nature of the services heretofore rendered by the
respective Optionees, their present and potential contributions to the success
of the Company and its subsidiaries, and such other factors as the Committee in
its sole discretion deems relevant.  The Committee's determinations on the
matters referred to in this Section 3.1 will be conclusive.

                                      ARTICLE IV
                                       OPTIONS

       4.1    GRANT OF OPTIONS.  The Committee may, in its sole discretion,
grant Options in accordance with the terms and conditions set forth in the Plan.
Each Option Agreement may contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as are determined by the Committee in
its sole discretion.

       4.2.   TIME OF GRANTING OPTIONS.  The granting of an Option will take
place at the time specified in the Option Agreement.

       4.3.   EXERCISE PRICE.  The Exercise Price under each Option will be as
specified in the Option Agreement.


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       4.4.   OPTION PERIOD.  The option period under each Option will be as
specified in the Option Agreement. Options may become exercisable in such
installments, cumulative or noncumulative, as the Committee may determine.

       4.5.   EXERCISE OF OPTIONS.

              (a)    METHOD OF EXERCISE.  Each Option will be exercisable in
       accordance with the terms of the Option Agreement pursuant to which the
       Option was granted.  No Option may be exercised for a fraction of a share
       of Stock.

              (b)    PAYMENT OF EXERCISE PRICE.  The Exercise Price of any
       shares of Stock purchased must be paid at the time of exercise of the
       Option either in cash or by certified or cashier's check.

       4.6.   TERMINATION OF EMPLOYMENT OR ASSOCIATION WITH THE COMPANY.

              (a)    TERMINATION OF EMPLOYMENT WITH THE COMPANY.  If an Optionee
       ceases to be employed by the Company or any subsidiary thereof because
       the Optionee is terminated for Cause, any Options held by that Optionee
       will automatically expire.  If an Optionee's employment is terminated for
       any reason other than for Cause or due to death, such Optionee's Option
       will be exercisable (to the extent exercisable on the date of termination
       of the Optionee's employment or, if the Committee, in its sole
       discretion, has accelerated the vesting of such Option, to the extent
       exercisable following such acceleration) at any time within 30 days after
       he ceases to be an employee of the Company or any subsidiary thereof (or
       within (i) three months after termination if on account of Retirement or
       (ii) 12 months after termination if on account of Disability), unless by
       its terms it expires earlier or unless the Committee agrees, in its sole
       discretion, to extend the term of such Option; provided that the term of
       any such Option will not be extended beyond its original term.  If an
       Optionee dies while employed by the Company or any subsidiary thereof, or
       within three months after ceasing to be an employee of the Company or any
       subsidiary thereof, such Optionee's Option will be exercisable (to the
       extent exercisable on the date of death, or, if the Committee, in its
       sole discretion, has accelerated the vesting of such Option, to the
       extent exercisable following such acceleration) at any time within 12
       months after the date of death, unless by its terms it expires earlier or
       unless the Committee agrees, in its sole discretion, to extend the term
       of such Option; provided that the term of any such Option will not be
       extended beyond its original term.  Military or sick leave will not be
       deemed a termination of employment, provided that it does not exceed the
       longer of three months or the period during which the absent Optionee's
       reemployment rights, if any, are guaranteed by statute or by contract.
       The foregoing is qualified by the following: (i) if any facts that would
       constitute Cause for termination of employment of an Optionee are brought
       to the attention of the Committee after the Optionee's employment with
       the Company or any subsidiary thereof has ended, any Options then held by
       the Optionee may be immediately terminated by the Committee and (ii) if
       an Optionee is employed pursuant to a written Employment Agreement, the
       Optionee's


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       employment with the Company will be deemed terminated for "cause" for
       purposes of the Plan only if the Optionee's employment is considered
       under the circumstances to have been terminated for cause for purposes
       of such agreement.

              (b)    TERMINATION OF ASSOCIATION WITH THE COMPANY.  If (i) a
       Nonemployee Director is removed for Cause or (ii) a consultant or advisor
       or other Optionee who is not an Employee has his relationship with the
       Company terminated for Cause, any Options held by any such Optionee will
       automatically expire.  In all other cases, any Options held by such a
       Optionee, to the extent exercisable on the date of termination of the
       Optionee's association with the Company, will remain exercisable and will
       expire in accordance with the terms of the applicable Option Agreement;
       provided that (i) if any facts that would constitute cause for removal or
       termination of a Optionee who is a Nonemployee Director, consultant or
       advisor or other person who is not an employee of the Company are brought
       to the attention of the Committee after such Optionee's association with
       the Company has ended, any Options held by such Optionee may be
       immediately terminated by the Committee, and (ii) if such Optionee has
       been retained pursuant to a written agreement, the Optionee's
       relationship with the Company will be deemed terminated for "cause" for
       purposes of the Plan only if the Optionee's association with the Company
       is considered under the circumstances to have been terminated for cause
       for purposes of such written agreement.

       4.7.   TRANSFERABILITY OF OPTIONS.  The Committee may, in its sole
discretion, provide in any Option Agreement (or in an amendment to any existing
Option Agreement) such provisions regarding transferability of the Options as
the Committee, in its sole discretion, deems appropriate.

       4.8.   LIMITATION OF RIGHTS IN STOCK.  An Optionee will not be deemed for
any purpose to be a stockholder of Cozone Inc. with respect to any of the shares
of Stock covered by an Option, except to the extent the Option has been
exercised with respect thereto and, in addition, a certificate has been issued
therefor and delivered to the Optionee or his agent.  Any Stock acquired
pursuant to exercise of the Option will be subject to all restrictions upon the
transfer thereof that may be now or hereafter imposed by the Certificate of
Incorporation of Cozone Inc. (as amended or restated from time to time), the
Bylaws of Cozone Inc. (as amended or restated from time to time) and any
applicable Employment Agreement.

                                      ARTICLE V
                        TERMINATION, AMENDMENT AND ADJUSTMENT

       5.1.   TERMINATION AND AMENDMENT OF THE PLAN.  The Board (or, if the
Board has specifically delegated this authority to the Committee, the Committee)
may at any time terminate the Plan or make such modifications of the Plan as it
deems advisable.  No termination or amendment of the Plan may, without the
consent of the Optionee to whom any Option has theretofore been granted,
adversely affect the rights of such Optionee under such Option.


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       5.2.   ADJUSTMENT.  In the event of any stock dividend payable in Stock
or any split or contraction of the number of shares of Stock after the date an
Option is granted and prior to the exercise in full of an Option, the number of
shares subject to such Option and, if applicable, the Exercise Price, will be
proportionately adjusted.  In the event of any reclassification or change of
outstanding shares of Stock or in case of any consolidation or merger of Cozone
Inc. with or into another company or in case of any sale or conveyance to
another company or entity of the property of Cozone Inc. as a whole or
substantially as a whole, shares of stock or other securities equivalent in kind
and value to those shares an Optionee would have received if he had held the
full number of shares of Stock subject to the Option immediately prior to such
reclassification, change, consolidation, merger, sale or conveyance (together
with all other shares, stock and securities thereafter issued in respect
thereof) will thereupon be subject to the Option.  Upon dissolution or
liquidation of Cozone Inc., all Options will terminate, but the Optionee will
have the right, immediately prior to such dissolution or liquidation, to
exercise any Option to the extent exercisable on the date of such dissolution or
liquidation.  No fraction of a share of Stock will be purchasable or deliverable
upon exercise, but in the event any adjustment hereunder of the number of shares
covered by the Option will cause such number to include a fraction of a share,
such number of shares will be adjusted to the nearest smaller whole number of
shares.  In the event of changes in the outstanding Stock by reason of any stock
dividend, split-up, contraction, reclassification, or change of outstanding
shares of Stock of the nature contemplated by this Section 5.2, the number of
shares of Stock available for the purpose of the Plan as stated in Section 2.3
will be correspondingly adjusted.

                                      ARTICLE VI
                                    MISCELLANEOUS

       6.1.   NOTICES AND OTHER COMMUNICATIONS.  All notices and other
communications required or permitted under the Plan will be effective if in
writing and if delivered or sent by certified or registered mail, return receipt
requested (a) if to the Optionee, at his residence address last filed with the
Company and (b) if to the Company, at 14951 North Dallas Parkway, Dallas, Texas
75240 Attention: President, or to such other persons or addresses as the
Optionee or the Company may specify by a written notice to the other from time
to time.

       6.2.  PLAN BINDING ON SUCCESSORS.  The Plan will be binding upon the
successors and assigns of the Company.

       6.3.  NUMBER AND GENDER.  Whenever used herein, nouns in the singular
will include the plural where appropriate, and the masculine pronoun will
include the female gender.


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