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                                   COZONE.COM INC.
                               LONG-TERM INCENTIVE PLAN

                                      ARTICLE I
                                     DEFINITIONS

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

       1.1.   AWARD means a grant of Options under Article IV of the Plan, a
Restricted Stock Award under Article V of the Plan, a Stock Appreciation Rights
Award under Article VI of the Plan, a Performance Share Award under Article VII
of the Plan or a Stock Unit Award under Article VIII of the Plan.

       1.2.   AWARD AGREEMENT means an Option Agreement, Restricted Stock
Agreement, Stock Appreciation Rights Agreement, Performance Share Agreement or
Stock Unit Agreement.

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

       1.4.   CAUSE means an act or acts engaged in by a Participant 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.

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

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

       1.7.   COMMITTEE means a committee comprised of two or more persons,
appointed by the Board, the members of which satisfy the requirements for
eligibility set forth in Section 3.1 and which is responsible for the
administration of the Plan; provided that the full Board may at any time, in its
sole discretion, exercise any or all functions and authority of the Committee.

       1.8.   COMPANY means cozone.com inc., a Delaware corporation.

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

       1.10.  DISABILITY of a Participant will be deemed to occur whenever a
Participant 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 a Participant is disabled within the meaning of this Section, the
determination of disability will be made by a licensed physician selected by the
Board and acceptable to the Participant, which physician's decision will be
final and binding.

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       1.11.  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.

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

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

       1.14.  GRANT DATE means, with respect to an Option, the date determined
pursuant to Section 4.2.

       1.15.  INCENTIVE OPTION means an Option that by its terms is intended to
be treated as an "incentive stock option" within the meaning of Section 422 of
the Code.

       1.16.  IPO has the meaning ascribed to it in Section 4.1.

       1.17.  MARKET VALUE means, as of any date, the value of a share of Stock
determined as follows: (a) if such Stock is then quoted on the Nasdaq National
Market, its closing price on the Nasdaq National Market on the date of
determination; (b)  if such Stock is publicly traded and is then listed on a
national securities exchange, its closing price on the date of determination on
the principal national securities exchange on which the  Stock is listed or
admitted to trading; (c)  if such Stock is publicly traded but is not quoted on
Nasdaq National Market nor listed or admitted to trading on a national
securities exchange, the average of the closing bid and asked prices on the date
of determination; or (d)  if none of the foregoing is applicable, by the
Committee in good faith.

       1.18.  MINIMUM PERFORMANCE GOAL means the minimum objective(s)
established by the Committee that must be satisfied before any portion of a
Performance Share Award is earned.  The Minimum Performance Goal may, in the
sole discretion of the Committee, be the same as or less than the Performance
Goal.

       1.19.  NASDAQ NATIONAL MARKET means the Nasdaq Stock Market's National
Market System.

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

       1.21.  NONSTATUTORY OPTION means any Option that is not an Incentive
Option.

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

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

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


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       1.25.  PARENT means CompUSA Inc., a Delaware corporation.

       1.26.  PARTICIPANT means a person to whom an Award has been granted.

       1.27.  PERFORMANCE CYCLE or CYCLE means a period of years selected by the
Committee during which the performance of the Company and/or the Participant is
measured for the purpose of determining the extent to which Performance Shares
that have been contingently awarded with respect to such Cycle are earned.

       1.28.  PERFORMANCE GOAL means the objective(s) established by the
Committee at the time each Performance Share Award is granted with respect to
the related Performance Cycle for the purpose of determining the extent to which
Performance Shares that have been contingently awarded for such Cycle are
earned.

       1.29.  PERFORMANCE SHARE or PERFORMANCE SHARE AWARD means an Award
granted pursuant to Article VII expressed as a share of Stock.

       1.30.  PERFORMANCE SHARE AGREEMENT means a written agreement between the
Company and a Participant setting forth the terms and conditions of a
Performance Share Award.

       1.31.  PLAN means this Long-Term Incentive Plan of the Company, as
amended from time to time.

       1.32.  RESTRICTED STOCK or RESTRICTED STOCK AWARD means an award of Stock
granted under Article V.

       1.33.  RESTRICTED STOCK AGREEMENT means a written agreement between the
Company and a Participant with respect to a Restricted Stock Award.

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

       1.35.  RULE 16b-3 means Rule 16b-3 or its successors promulgated under
the Exchange Act.

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

       1.37.  SECTION 162(m) means Section 162(m) of the Code and the
regulations promulgated thereunder.

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


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       1.39.  STOCK APPRECIATION RIGHT or STOCK APPRECIATION RIGHTS AWARD means
an Award granted under Article VI.

       1.40.  STOCK APPRECIATION RIGHTS AGREEMENT means an agreement between the
Company and a Participant setting forth the terms and conditions of a Stock
Appreciation Rights Award.

       1.41.  STOCK UNIT or STOCK UNIT AWARD means an award of Stock or units
granted under Article VIII.

       1.42.  STOCK UNIT AGREEMENT means a written agreement between the Company
and a Participant setting forth the terms and conditions of a Stock Unit Award.

       1.43.  TEN PERCENT OWNER means a person who owns, or is deemed within the
meaning of Section 422(b)(6) of the Code to own, stock possessing more than 10%
of the total combined voting power of all classes of stock of the Company (or
its parent or subsidiary corporations, within the meaning of Sections 424(e) and
424(f) of the Code).  Whether a person is a Ten Percent Owner will be determined
with respect to each Option based on the facts existing immediately prior to the
grant of such Option.

       1.44.  VESTING YEAR for any portion of any Incentive Option means the
calendar year in which that portion of the Option first becomes exercisable.

                                      ARTICLE II
                                       GENERAL

       2.1.   PURPOSE.  This Plan is intended to encourage ownership of Stock by
Participants and to provide additional incentives for them to promote the
success of the Company's business.  The Company intends that Incentive Options
granted under Article IV will qualify as "incentive stock options" within the
meaning of Section 422 of the Code.

       2.2.   TERM OF THE PLAN.  No Awards may be granted after November 2,
2009.

       2.3.   STOCK SUBJECT TO THE PLAN.  Subject to the provisions of Section
9.2 and subject to any additional restrictions elsewhere in the Plan, the
maximum aggregate number of shares of Stock that may be issued from time to time
pursuant to the Plan may not exceed 2,200,000.  The maximum aggregate number of
shares of Stock with respect to which Awards may be granted to any Participant
during the term of the Plan may not exceed 50% of the total number of shares of
Stock that may be issued from time to time under the Plan.  Shares to be issued
pursuant to Awards may be either authorized but unissued shares or shares held
by the Company in its treasury.  If shares of Stock are reacquired by the
Company pursuant to the provisions of the Plan or if Options expire or terminate
for any reason without having been exercised in full, the reacquired shares
and/or the shares not purchased will again be available for issuance under the
Plan to the extent permitted by law.


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       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 a Participant; provided that Incentive Options may be
granted only to Employees.

       2.5.   TREATMENT OF AWARDS IN CERTAIN EVENTS.  The Committee may
accelerate the exercisability of any Option or Stock Appreciation Right or waive
any restrictions and/or Performance Goals with respect to shares of Restricted
Stock, Performance Shares or Stock Units in whole or in part at any time.  In
addition, the provisions of any Award Agreement may provide for the automatic
acceleration of exercisability of any Option or Stock Appreciation Right or
automatic waiver of any restrictions and/or Performance Goals with respect to
shares of Restricted Stock, Performance Shares or Stock Units or provide for the
triggering of certain other rights and obligations applicable to the Company,
Parent and Participant upon the occurrence of certain specified events such as a
change in control of the Company or Parent.

       2.6.   RESTRICTIONS ON ISSUANCE OF SHARES.  Notwithstanding any other
provision of the Plan, if at any time in the reasonable opinion of the Company
the issuance of shares of Stock pursuant to an Award may constitute a violation
of law, then the Company may delay such issuance 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, 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 issuance of shares of Stock is 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 issuance 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 issuance of shares of Stock to be issued
       pursuant to an Award has been effectively registered under the Securities
       Act, the Company will be under no obligation to issue any shares of Stock
       pursuant to an Award unless the Participant 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 issued pursuant to such Award 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 issued pursuant to an Award will bear a
       reference to the investment representation


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       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 issuance of such shares of Stock.

              (c)    If the Company deems it necessary or desirable to register
       under the Securities Act or other applicable statutes the issuance of any
       shares of Stock with respect to which an Award has been granted, or to
       qualify the issuance of any such shares for exemption from the Securities
       Act or other applicable statutes, then the Company will take such action
       at its own expense.  The Company may require from each Participant such
       information in writing for use in any registration statement, prospectus,
       preliminary prospectus or offering circular as is reasonably necessary
       for such purpose and may require reasonable indemnity to the Company and
       its Directors and officers from such holder against all losses, claims,
       damages and liabilities arising from such use of the information so
       furnished and caused by any untrue statement of any material fact therein
       or caused by the omission to state a material fact required to be stated
       therein or necessary to make the statements therein not misleading in the
       light of the circumstances under which they were made.

       2.8.   WITHHOLDING; NOTICE OF DISPOSITION OF STOCK PRIOR TO EXPIRATION OF
SPECIFIED HOLDING PERIOD.

              (a)    Whenever shares of Stock are to be issued pursuant to an
       Award, the Company will have the right to require the Participant to
       remit to the Company an amount sufficient to satisfy federal, state,
       local or other withholding tax requirements (whether 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 a Participant is required to pay to the Company an
       amount required to be withheld under applicable tax laws in connection
       with an Award, such payment may be made, in whole or in part, (i) in
       cash, (ii) by check, (iii) if permitted by the Committee, by delivery to
       the Company of shares of Stock already owned by the Participant having a
       Market Value on the date as of which the amount of tax to be withheld is
       to be determined (the "Tax Date") equal to the amount required to be
       withheld, (iv) with respect to Options, through the withholding by the
       Company ("Company Withholding") of a portion of the shares of Stock
       acquired upon the exercise of the Options, or (v) in any other form of
       valid consideration, as permitted by the Committee in its sole
       discretion.

              (c)    The Company may require as a condition to the issuance of
       shares of Stock upon exercise of an Incentive Option that the party
       exercising such Option give a written representation to the Company,
       which is satisfactory in form and substance to its counsel and upon which
       the Company may reasonably rely, that he will report to the Company any
       disposition of such shares prior to the expiration of the holding periods
       specified by Section 422(a)(1) of the Code. If and to the extent that the
       realization of income in such a disposition imposes upon the Company
       federal, state, local or other withholding tax requirements, or any such
       withholding is required to secure for the Company an otherwise available
       tax deduction, the Company will have the right to require that the
       recipient remit to the Company an


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       amount sufficient to satisfy those requirements; and the Company may
       require as a condition to the issuance of shares of Stock upon exercise
       of an Incentive Option that the party exercising such option agree, in
       writing in a form satisfactory to the Company, to make such a remittance.

       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 Award will confer upon any Participant 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 Participant from the rate in
existence at the time of the grant of an Award.

                                     ARTICLE III
                                    ADMINISTRATION

       3.1.   ADMINISTRATION.  Subject to the provisions of the Plan, the Plan
will be administered by the Committee.  With respect to any Award that the
Company intends to qualify for the exception for qualified performance-based
compensation set forth in Section 162(m), such Award must be granted solely by
"outside directors" within the meaning of such section.  The Committee will have
sole discretion and authority to determine from time to time the Participants to
whom Awards will be granted and the number of shares of Stock subject to each
Award, 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 Award Agreement or waive any conditions, restrictions and/ or
Performance Goals applicable to any Option or Stock Appreciation Right (or the
exercise thereof) or to any shares of Restricted Stock, Performance Shares or
Stock Units, 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 rendered by the respective
Participants, 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;
provided, however, that before the Company shall have consummated an initial
public offering (the "IPO") of its Stock pursuant to an effective registration
statement under the Securities Act, all grants of Options must also be approved


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by the Board.  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 Incentive Option
may not be less than 100% of the Market Value on the Grant Date, or less than
110% of the Market Value on the Grant Date if the Participant is a Ten Percent
Owner.  The Exercise Price under each Nonstatutory Option will not be so limited
solely by reason of this Section 4.3.

       4.4.   OPTION PERIOD.  No Incentive Option may be exercised more than 10
years after the Grant Date, or, if the Participant is a Ten Percent Owner, more
than five years after the Grant Date.  The option period under each Nonstatutory
Option will not be so limited solely by reason of this Section 4.4.  Options may
become exercisable in such installments, cumulative or noncumulative, as the
Committee may determine.

       4.5.   LIMIT ON INCENTIVE OPTION CHARACTERIZATION.  To the extent any
Option fails to qualify as an Incentive Option, such Option will be considered a
Nonstatutory Option.

       4.6.   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 PURCHASE PRICE.  The purchase price of any
       shares of Stock purchased must be paid at the time of exercise of the
       Option either (i) in cash, (ii) by certified or cashier's check, (iii) by
       shares of Stock, if permitted by the Committee, (iv) if then permitted
       under the laws of the State of Delaware and approved by the Committee, by
       a promissory note for the total purchase price of the shares of Stock
       being purchased, which note will contain such terms and provisions as the
       Committee may approve, including without limitation the right to repay
       the note partially or wholly with Stock, (v) by delivery of a copy of
       irrevocable instructions from the Participant to a broker or dealer,
       reasonably acceptable to the Company, to sell certain of the shares of
       Stock purchased upon exercise of the Option or to pledge them as
       collateral for a loan and promptly deliver to the Company the amount of
       sale or loan proceeds necessary to pay such purchase price or (vi) in any
       other form of valid consideration, as permitted by the Committee in its
       sole discretion.  If any portion of the purchase price or a note given at
       the time of exercise is paid in shares of Stock, those shares will be
       valued at the then Market Value.


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       4.7.   TERMINATION OF EMPLOYMENT OR ASSOCIATION WITH THE COMPANY.

              (a)    TERMINATION OF EMPLOYMENT WITH THE COMPANY.  If a
       Participant ceases to be employed by the Company or any subsidiary
       thereof because the Participant is terminated for Cause, any Options held
       by that Participant will automatically expire.  If a Participant's
       employment is terminated for any reason other than for Cause or due to
       death, such Participant's Option will be exercisable (to the extent
       exercisable on the date of termination of the Participant'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 (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, with respect to any Nonstatutory
       Option, 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 a Participant dies while employed
       by the Company or any subsidiary thereof, or within three months after
       ceasing to be an Employee, such Participant'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, with respect to any Nonstatutory Option, 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 Participant'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 a Participant are brought to the attention of the
       Committee after the Participant's employment with the Company or any
       subsidiary thereof has ended, any Options then held by the Participant
       may be immediately terminated by the Committee and (ii) if a Participant
       is an Employee employed pursuant to a written Employment Agreement, the
       Participant's employment with the Company will be deemed terminated for
       "cause" for purposes of the Plan only if the Participant'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 Participant who is not an Employee has his relationship with the
       Company terminated for Cause, any Options held by any such Participant
       will automatically expire.  In all other cases, any Options held by such
       a Participant, to the extent exercisable on the date of termination of
       the Participant'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 Participant who is a Nonemployee Director,
       consultant or advisor or other person who is not an Employee are brought
       to the attention of the Committee after such Participant's association
       with the Company has ended, any Options


                                      -9-
<PAGE>

       held by such Participant may be immediately terminated by the
       Committee, and (ii) if such Participant has been retained pursuant to
       a written agreement, the Participant's relationship with the Company
       will be deemed terminated for "cause" for purposes of the Plan only if
       the Participant's association with the Company is considered under the
       circumstances to have been terminated for cause for purposes of such
       written agreement.

       4.8.   TRANSFERABILITY OF OPTIONS.

              (a)    INCENTIVE OPTIONS.  Incentive Options may not be
       transferred or assigned other than by will or the laws of descent and
       distribution and may be exercised during the lifetime of the Participant
       only by the Participant or by the Participant's legally authorized
       representative, and each Option Agreement in respect of an Incentive
       Option will so provide.  The designation by a Participant of a
       beneficiary will not constitute a transfer of the Option.

              (b)    NONSTATUTORY OPTIONS.  With respect to Nonstatutory
       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 Nonstatutory Options as the
       Committee, in its sole discretion, deems appropriate.

       4.9.   LIMITATION OF RIGHTS IN STOCK.  A Participant will not be deemed
for any purpose to be a stockholder of the Company 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 Participant or his agent.  Any Stock issued
pursuant to 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 the Company (as amended or restated from time to time), the Bylaws of the
Company (as amended or restated from time to time) and any applicable Employment
Agreement.

                                      ARTICLE V
                                   RESTRICTED STOCK

       5.1    GRANT OF RESTRICTED STOCK AWARDS.  The Committee may, in its sole
discretion, grant Restricted Stock Awards in accordance with the terms and
conditions set forth in the Plan; provided, however, that before the IPO, all
grants of Restricted Stock Awards must also be approved by the Board.  Each
Restricted Stock 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.

       5.2.   TERMS AND CONDITIONS.  Each Restricted Stock Award confers upon
the recipient thereof the right to receive a specified number of shares of Stock
in accordance with the terms and conditions of each Participant's Restricted
Stock Agreement.  The general terms and conditions of a Restricted Stock Award
will be as follows:

              (a)    Any shares of Stock awarded hereunder to a
       Participant will be restricted for a period of time to be
       determined by the Committee for each Participant


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<PAGE>

       at the time of the Award, which period shall be not more than ten
       years.  The restrictions will prohibit the sale, assignment, transfer,
       pledge or other encumbrance of such shares, and will provide for
       possible reversion thereof to the Company in accordance with
       subparagraph (b) during the period of restriction.

              (b)    All Restricted Stock awarded under this Plan to a
       Participant will be forfeited and returned to the Company in the
       event the Participant's employment or service with the Company or
       a subsidiary thereof is terminated prior to the expiration of the
       period of restriction, unless the Participant's termination of
       employment or service is due to his death, Disability or
       Retirement or unless the Committee, in its sole discretion, waives
       the restrictions established in accordance with subparagraph (a)
       with respect to any or all of the shares of Restricted Stock.

              (c)    In the event of a Participant's death or Disability,
       the restrictions established in accordance with subparagraph (a)
       will lapse with respect to all Restricted Stock awarded to the
       Participant prior to any such event, and the shares of Stock
       involved will cease to be Restricted Stock and will no longer be
       subject to forfeiture to the Company pursuant to subparagraph (b).

              (d)    In the event of a Participant's Retirement, the
       restrictions established in accordance with subparagraph (a) will
       continue to apply unless the Committee in its sole discretion
       shortens the restriction period.

              (e)    Stock certificates issued with respect to Restricted
       Stock Awards will be registered in the name of the Participant,
       but will be delivered by him to the Company together with a stock
       power endorsed in blank.  Each such certificate will bear the
       following legend:

              "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
              SUBJECT TO FORFEITURE, RESTRICTIONS ON TRANSFER AND
              CERTAIN OTHER TERMS AND CONDITIONS SET FORTH IN THE
              COZONE.COM INC. LONG-TERM INCENTIVE PLAN AND THE
              AGREEMENT BETWEEN THE REGISTERED OWNER OF THE SHARES
              REPRESENTED BY THIS CERTIFICATE AND COZONE.COM INC.
              ENTERED INTO PURSUANT TO SUCH PLAN."

              From the time of grant of the Restricted Stock Award, the
       Participant will be entitled to exercise all rights (including
       dividend and voting rights) with respect to the shares represented
       by such certificate, subject to forfeiture of such voting rights
       and the Stock as provided in subparagraph (b).

              (f)    Upon the lapse of a restriction period as determined
       pursuant to subparagraph (a), the Company will return the stock
       certificates representing the


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       shares with respect to which the restriction has lapsed to the
       Participant or his legal representative, and pursuant to the
       instruction of the Participant or his legal representative will issue
       a certificate for such shares that does not bear the legend set forth
       in subparagraph (e).

              (g)    Any other securities or assets (other than ordinary
       cash dividends) that are received by a Participant with respect to
       Restricted Stock awarded to him, which is still subject to
       restrictions established in accordance with subparagraph (a), will
       be subject to the same restrictions and will be delivered by the
       Participant to the Company as provided in subparagraph (e).

       5.3.   NOTICE TO COMPANY OF SECTION 83(b) ELECTION.  Any Participant who
makes an election under Section 83(b) of the Code to have his receipt of Shares
of Restricted Stock taxed currently, without regard to restrictions, must give
notice to the Company of such election immediately upon making such election.
Such an election must be made within 30 days after the effective date of
issuance and cannot be revoked except with the consent of the Internal Revenue
Service.

                                      ARTICLE VI
                              STOCK APPRECIATION RIGHTS

       6.1.   GRANT OF STOCK APPRECIATION RIGHTS.  The Committee may, in its
sole discretion, grant Stock Appreciation Rights in accordance with the terms
and conditions set forth in the Plan; provided, however, that before the IPO,
all grants of Stock Appreciation Rights must also be approved by the Board.
Each Stock Appreciation Rights 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.

       6.2.   TERMS AND CONDITIONS.  A Stock Appreciation Right will entitle a
Participant to receive an amount equal to (or if the Committee shall so
determine at the time of grant, less than) the excess of the Market Value on the
date of exercise over the Market Value on the date of grant of such right (or
such other price as is set by the Committee), multiplied by the number of shares
of Stock with respect to which the Stock Appreciation Right shall have been
exercised.

       6.3.   FORM OF GRANT.  A Stock Appreciation Right may be granted in
combination with, in addition to, or completely independent of, an Option or any
other Award.

       6.4.   FORM OF PAYMENT.  Settlement of a Stock Appreciation Right may be
made (i) in cash, (ii) by certified or cashier's check, (iii) if permitted by
the Committee, in shares of Stock or (iv) in any other form of valid
consideration, as determined by the Committee in its sole discretion.  However,
any Stock Appreciation Right exercised upon or subsequent to the occurrence of
an event described in Sections 2.5(a) or 2.5(b) must be paid in cash.


                                     -12-
<PAGE>

       6.5.   EXERCISE OF STOCK APPRECIATION RIGHTS; EFFECTS ON OPTIONS AND
VICE-VERSA.  Each Stock Appreciation Right will be exercisable in accordance
with the terms of the Stock Appreciation Rights Agreement pursuant to which the
Stock Appreciation Right is granted.  Whenever a Stock Appreciation Right is
granted in relation to an Option and the exercise of one affects the right to
exercise the other, the number of shares of Stock available under the Option to
which the Stock Appreciation Right relates will decrease by a number equal to
the number of shares of Stock for which the Stock Appreciation Right is
exercised.  Upon the exercise of an Option, any related Stock Appreciation Right
will terminate as to any number of shares of Stock subject to such Stock
Appreciation Right that exceeds the total number of shares of Stock for which
the Option remains unexercised.

       6.6.   TRANSFERABILITY OF STOCK APPRECIATION RIGHTS.    Subject to
Section 6.8, the Committee may, in its sole discretion, provide in any Stock
Appreciation Rights Agreement (or in an amendment to any existing Stock
Appreciation Rights Agreement) such provisions regarding transferability of the
Stock Appreciation Rights as the Committee, in its sole discretion, deems
appropriate.

       6.7.   TERMINATION OF EMPLOYMENT OR SERVICE.  Whenever a Stock
Appreciation Right is granted in relation to an Option and the exercise of one
affects the right to exercise the other, in the event of the termination of the
Participant's employment or service with the Company, the Stock Appreciation
Right may be exercised only during the period, if any, within which the Option
to which it relates may be exercised.  If a Stock Appreciation Right is granted
independently of an Option under the Plan, the following provisions will apply:

              (a)    TERMINATION OF EMPLOYMENT WITH THE COMPANY.  If a
       Participant ceases to be employed by the Company or any subsidiary
       thereof because the Participant is terminated for Cause, any Stock
       Appreciation Rights held by that Participant will automatically expire.
       If a Participant's employment is terminated for any reason other than
       Cause or due to death,  such Participant's Stock Appreciation Right will
       be exercisable (to the extent exercisable on the date of termination of
       the Participant's employment or, if the Committee, in its sole
       discretion, has accelerated the vesting of such Stock Appreciation Right,
       to the extent exercisable following such acceleration) at any time within
       30 days after he ceases to be an Employee (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 Stock Appreciation Right; provided that the term of any
       such Stock Appreciation Right will not be extended beyond its original
       term.  If a Participant dies while employed by the Company or any
       subsidiary thereof, or within three months after ceasing to be an
       Employee, such Participant's Stock Appreciation Right 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 Stock
       Appreciation Right, 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 Stock Appreciation Right;
       provided that the term of any such Stock Appreciation Right will not be
       extended


                                     -13-
<PAGE>

       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 Participant'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 a Participant
       are brought to the attention of the Committee after the Participant's
       employment with the Company or any subsidiary thereof has ended, any
       Stock Appreciation Rights then held by the Participant may be
       immediately terminated by the Committee and (ii) if a Participant is
       an Employee employed pursuant to a written Employment Agreement, the
       Participant's employment with the Company will be deemed terminated
       for "cause" for purposes of the Plan only if the Participant'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 a
       consultant or advisor or other Participant who is not an Employee has his
       relationship with the Company terminated for Cause, any Stock
       Appreciation Rights held by any such Participant will automatically
       expire.  In all other cases, any Stock Appreciation Rights held by such a
       Participant, to the extent exercisable on the date of termination of the
       Participant's association with the Company, will remain exercisable and
       will expire in accordance with the terms of the applicable Stock
       Appreciation Rights Agreement; provided that (i) if any facts that would
       constitute cause for removal or termination of a Participant who is a
       consultant or advisor or other person who is not an Employee are brought
       to the attention of the Committee after such Participant's association
       with the Company has ended, any Stock Appreciation Rights held by such
       Participant may be immediately terminated by the Committee and (ii) if
       such Participant has been retained pursuant to a written agreement, the
       Participant's relationship with the Company will be deemed terminated for
       "cause" for purposes of the Plan only if the Participant's association
       with the Company is considered under the circumstances to have been
       terminated for cause for purposes of such written agreement.

       6.8.   TANDEM INCENTIVE OPTION - STOCK APPRECIATION RIGHT.  Whenever an
Incentive Option and a Stock Appreciation Right are granted together and the
exercise of one affects the right to exercise the other, the following
requirements shall apply:

              (a)    The Stock Appreciation Right will expire no later than the
       expiration of the underlying Incentive Option.

              (b)    The Stock Appreciation Right may be for no more than the
       difference between the Exercise Price of the underlying Incentive Option
       and the Market Value of the Stock subject to the underlying Incentive
       Option at the time the Stock Appreciation Right is exercised.

              (c)    The Stock Appreciation Right is transferable only when the
       underlying Incentive Option is transferable, and under the same
       conditions.


                                     -14-
<PAGE>

              (d)    The Stock Appreciation Right may be exercised only when the
       underlying Incentive Option is eligible to be exercised.

              (e)    The Stock Appreciation Right may be exercised only when the
       Market Value of the Stock subject to the underlying Incentive Option
       exceeds the Exercise Price of the underlying Incentive Option.

              (f)    If Awards are to be purchased pursuant to Section 2.5, the
       Company shall purchase either the Incentive Option or the Stock
       Appreciation Right, at the election of the Participant holding such
       Awards, but shall not purchase both.

       6.9.   WRITTEN NOTICE REQUIRED. Any Stock Appreciation Right will be
deemed to be exercised when written notice of exercise has been received by the
Company at its principal office from the person entitled to exercise the Stock
Appreciation Right.

                                     ARTICLE VII
                                  PERFORMANCE SHARES

       7.1.   GRANT OF PERFORMANCE SHARES.  The Committee may, in its sole
discretion, grant Performance Shares in accordance with the terms and conditions
set forth in the Plan; provided, however, that before the IPO, all grants of
Performance Shares must also be approved by the Board.  Each Performance Share
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.

       7.2.   TERMS AND CONDITIONS.  Performance Shares may be earned based on
the attainment of Performance Goals established by the Committee for a
particular Performance Cycle.  The Committee may establish Performance Goals on
the basis of such criteria and to accomplish such objectives as the Committee
may from time to time select.

       7.3.   AMOUNT OF PAYMENT.  After the end of each Performance Cycle, the
Committee will determine the number of Performance Shares earned by each
Participant with respect to the Performance Cycle in accordance with the
following:

              (a)    If the Performance Goal is attained or exceeded, a
       Participant will be deemed to have earned the full number of Performance
       Shares granted to the Participant.

              (b)    If the Minimum Performance Goal is not attained, a
       Participant will be deemed to have earned no Performance Shares.

              (c)    If the Performance Goal is not attained, but the Minimum
       Performance Goal is attained or exceeded, the number of Performance
       Shares deemed to have been earned by a Participant will be a portion of
       the Performance Shares, as determined based on a formula established by
       the Committee at the time of grant.


                                     -15-
<PAGE>

              (d)    If a Participant's employment or service with the Company
       or any subsidiary thereof has terminated because of death, Disability or
       Retirement prior to the end of a Performance Cycle, the number of
       Performance Shares such Participant will be deemed to have earned shall
       be the number of Performance Shares determined as though such
       Participant's employment or service had not terminated, multiplied by a
       fraction, the numerator of which is the number of months such Participant
       was employed or served the Company or a subsidiary thereof during the
       Performance Cycle (including the month during which employment or service
       terminated) and the denominator of which is the total number of months in
       the Performance Cycle.

              (e)    If the Participant's employment or service has terminated
       for any reason other than death, Disability or Retirement, such
       Participant will be deemed to have earned no Performance Shares except as
       and to the extent the Committee may determine; provided that the number
       of Performance Shares that may be so determined by the Committee to have
       been earned may not exceed the number that would have been earned had the
       provisions of Section 7.3(a) been applicable.

              (f)    At any time prior to the end of a Performance Cycle, the
       Committee may adjust downward (but not upward) the Performance Goal
       and/or the Minimum Performance Goal as a result of major events
       unforeseen at the time the Performance Shares were awarded, such as
       changes in the economy, the industry, laws affecting the operation of the
       Company or any subsidiary thereof, changes in applicable tax laws or
       accounting principles or any other event the Committee determines would
       have a significant impact upon the probability of attaining the
       previously established Performance Goal and/or Minimum Performance Goal.

       7.4.   FORM OF PAYMENT.  Payment in respect of earned Performance Shares
will be made to the Participant or, if the Participant has died, to the
Participant's designated beneficiary, as soon as practicable after the
expiration of the Performance Cycle and the Committee's determination under
Section 7.3.  Payment in respect of earned Performance Shares may be made in
cash, in shares of Stock or a combination thereof, as determined by the
Committee in its sole discretion at the time of payment.

       7.5.   ADDITIONAL AWARDS.  In the sole discretion of the Committee, a
Performance Share Award may provide the Participant with (i) dividends or
dividend equivalents (payable on a current or deferred basis) and (ii) cash
payments in lieu of or in addition to such Award.

                                     ARTICLE VIII
                                  STOCK UNIT AWARDS

       8.1.   GRANT OF STOCK UNIT AWARDS.  The Committee may, in its sole
discretion, grant Stock Unit Awards in accordance with the terms and conditions
set forth in the Plan; provided, however, that before the IPO, all grants of
Stock Unit Awards must also be approved by the Board.


                                     -16-
<PAGE>

Each Stock Unit 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.

       8.2    TERMS AND CONDITIONS.  Stock Unit Awards may be in the form of
Stock or units, the value of which is based, in whole or in part, on the Market
Value of Stock.  Stock Unit Awards will be subject to such terms, restrictions,
conditions, vesting requirements and payment requirements as the Committee may
determine in its sole discretion at the time of grant, including without
limitation the following:

              (a)    Any shares of Stock that are part of a Stock Unit Award may
       be subject to restrictions on sale, assignment, transfer, pledge or other
       encumbrance.

              (b)    Stock Unit Awards may provide for the payment of cash
       consideration by the Participant or provide that the Award, and any Stock
       to be issued in connection therewith, if applicable, shall be delivered
       without the payment of cash consideration.

              (c)    Stock Unit Awards may relate in whole or in part to certain
       performance criteria established by the Committee.

              (d)    Stock Unit Awards may provide for deferred payment
       schedules and/or vesting over a specified period of employment or service
       with the Company or any subsidiary thereof.

       8.3.   ADDITIONAL AWARDS.  In the sole discretion of the Committee, a
Stock Unit Award may provide the Participant with (i) dividends or dividend
equivalents (payable on a current or deferred basis) and (ii) cash payments in
lieu of or in addition to such Award.

                                      ARTICLE IX
                        TERMINATION, AMENDMENT AND ADJUSTMENT

       9.1.   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; provided that no amendment may be made without approval of the
stockholders of the Company if such approval is required under the Code or any
requirement under applicable state law.  No termination or amendment of the Plan
may, without the consent of the Participant to whom any Award has theretofore
been granted, adversely affect the rights of such Participant under such Award.

       9.2.   ADJUSTMENT.  In the event of any stock dividend payable in Stock
or any split-up or contraction of the number of shares of Stock after the date
an Award is granted and prior to the exercise in full of an Option or Stock
Appreciation Right or the lapse, waiver and/or satisfaction of any restrictions
or Performance Goals related to a Restricted Stock Award, Performance Share
Award or Stock Unit Award, the number of shares of Stock subject to such Award
and, if applicable, the Exercise Price, will be proportionately adjusted.  In
the event of any reclassification or change


                                     -17-
<PAGE>

of outstanding shares of Stock or in case of any consolidation or merger of
the Company with or into another company or in case of any sale or conveyance
to another company or entity of the property of the Company as a whole or
substantially as a whole, shares of stock or other securities equivalent in
kind and value to the Stock subject to the Award 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 Award. Upon dissolution or
liquidation of the Company, all Awards will terminate, but the Participant
will have the right, immediately prior to such dissolution or liquidation, to
exercise any Option or Stock Appreciation Right 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 Award 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 9.2, the maximum number of shares of
Stock that may be issued from time to time pursuant to the Plan and the
maximum number of shares of Stock with respect to which Awards may be granted
to any Participant during the term of the Plan, as stated in Section 2.3,
will be correspondingly adjusted.

                                      ARTICLE X
                                    MISCELLANEOUS

       10.1.  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 Participant, at his residence address last filed with
the Company and (b) if to the Company, at 34 St. Martin Drive, Marlborough,
Massachusetts 01752, Attention:  President, with a copy to the General Counsel
of Parent, presently at 14951 North Dallas Parkway, Dallas, Texas 75240, or to
such other persons or addresses as the Participant or the Company may specify by
a written notice to the other from time to time.

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

       10.3.  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.









                                     -18-
<PAGE>


                     Form of Nonstatutory Stock Option Agreement





<PAGE>

                                  COZONE.COM INC.

                         NONSTATUTORY STOCK OPTION AGREEMENT

       AGREEMENT dated as of _______________________ between cozone.com inc.,
a Delaware corporation (the "Company") that is an indirect subsidiary of CompUSA
Inc., a Delaware corporation ("Parent"), and the individual identified below,
residing at the address there set out ("Optionee").

       1.     GRANT OF OPTION.  Pursuant to the Company's Long-Term Incentive
Plan, a copy of which is attached hereto as Exhibit A (as amended or restated to
date, the "Plan"), the Company grants to Optionee an option (the "Option") to
purchase from the Company a total of _______________ shares of the Company's
Class A Common Stock, par value $.01 per share ("Common Stock"), at a price of
$________ per share (the "Exercise Price").  This Option is granted as of the
date first above written (the "Grant Date").

       2.     CHARACTER OF OPTION.  This Option will not be treated as an
"incentive stock option" within the meaning of Section 422 of the Internal
Revenue Code of 1986.

       3.     DURATION OF OPTION.  This Option may not be exercised after the
expiration of 10 years from the Grant Date, or, in the event of Optionee's
termination of employment with the Company, after such earlier date as may be
provided in Section 4.7 of the Plan.

       4.     EXERCISE OF OPTION.  This Option may be exercised in full or in
part, in the manner specified in Section 4.6 of the Plan, to the extent vested,
from the date of vesting for each installment of the Option until the last date
of exercisability determined in accordance with Section 3 hereof.  This Option
will become fully vested on the fifth anniversary of the Vesting Start Date (as
defined below), provided that if the Common Stock becomes Publicly Traded (as
defined below) prior to such date this Option will become vested in the
installments identified in the table below.  Notwithstanding any of the
foregoing, after termination of Optionee's employment with the Company, this
Option will, until its expiration, be exercisable only to the extent exercisable
immediately prior to such termination.

<TABLE>
<CAPTION>
               PERCENTAGE                        DATE THE OPTION
            OF SHARES VESTING                    BECOMES VESTED
           IN EACH INSTALLMENT                   FOR SUCH SHARES
           <S>                                <C>
                  33.33                       First Anniversary of
                                               Vesting Start Date

                  33.33                       Second Anniversary of
                                               Vesting Start Date
                  33.34                       Third Anniversary of
                                               Vesting Start Date
</TABLE>

<PAGE>

       5.     TRANSFER OF OPTION.  This Option may not be transferred except by
will or the laws of descent and distribution and, during the lifetime of
Optionee, may be exercised only by Optionee or by Optionee's legally authorized
representative.

       6.     INCORPORATION OF PLAN TERMS.  This Option is granted subject to
all of the applicable terms and provisions of the Plan, and such terms and
provisions are incorporated by reference herein. Capitalized terms used in this
Agreement and not otherwise defined herein have the meanings ascribed to such
terms in the Plan.

       7.     SALE OF PARENT.

       (a)    If before the Common Stock has become Publicly Traded, Parent
enters into an agreement to dispose of all or substantially all the assets of
Parent, by means of a sale, merger or other reorganization, liquidation or
otherwise in a transaction in which Parent 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 7(a) on account of any agreement of
merger or other reorganization when the stockholders of Parent immediately
before consummation of the transaction will own at least 50% of the total
combined voting power of all classes of stock entitled to vote of the surviving
entity immediately after consummation of the transaction.

       (b)    The Common Stock shall be deemed to be "Publicly Traded" if it is
either (i) listed on the New York Stock Exchange or (ii) quoted on the National
Association of Securities Dealers Automated Quotation National Market System.

       (c)    The "Option Value" with respect to any date shall be equal to (i)
the Stock Value (as defined below) calculated as of such date minus the Exercise
Price, multiplied by (ii) the number of shares of Common Stock that would be
purchasable pursuant to the Option as of such date if it was vested and
exercisable in full.

       (d)    The "Stock Value" with respect to any date shall be equal to the
average of the valuations of a share of Common 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 Common Stock
without taking into account any discount for illiquidity or lack of control.

       8.     CHANGE IN CONTROL.

       (a)    If a Parent Change In Control (as defined below) occurs before the
Common 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 Parent Change In Control.


                                     -2-
<PAGE>

       (b)    If a Company Change In Control (as defined below) occurs before
the Common Stock has become Publicly Traded, the Company shall purchase, if
Optionee so elects, for a price equal to the Pro Rata Option Value (as defined
below), up to the full amount of either (i) 50% of the Option if the Company
Change In Control occurs before the first anniversary of the Vesting Start Date,
(ii) 67% of the Option if the Company Change In Control occurs on or after the
first anniversary of the Vesting Start Date but before the second anniversary of
the Vesting Start Date, (iii) 83% of the Option if the Company Change In Control
occurs on or after the second anniversary of the Vesting Start Date but before
the third anniversary of the Vesting Start Date, or (iv) 100% of the Option if
the Company Change In Control occurs on or after the third anniversary of the
Vesting Start Date. The remaining portion of the Option not purchased by the
Company pursuant to the preceding sentence will remain outstanding and subject
to the vesting schedule set forth in Section 4 hereof (allocated on a pro rata
basis over any remaining installments of vesting of the Option).  For purposes
of the foregoing, the Pro Rata Option Value shall be calculated as of the date
the transaction requiring such determination is consummated, and shall be paid
as soon as practicable and in any event within 60 days after the event
constituting the Company Change In Control.  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 Parent,
with each of such shares valued at the closing sale price of a share of Parent
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 Parent
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.

       (c)    If a Company Change In Control occurs after the Common Stock has
become Publicly Traded, the Option will become immediately vested and
exercisable in full.

       (d)    Certain defined terms:

              (i)    The "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.com l.l.c., a Delaware limited liability company
       ("Cozone L.L.C."), or its successor.

              (ii)   At any time BEFORE the Common Stock has become Publicly
       Traded, a  "Company Change In Control" shall be deemed to have occurred
       if either (a) Parent 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 the Company, or (b) any of the Company 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


                                     -3-
<PAGE>

       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 Parent
       or an entity controlled directly or indirectly by Parent.

              At any time AFTER the Common Stock has become Publicly Traded, a
       "Company Change In Control" shall be deemed to have occurred if the
       Company has adopted a stockholder rights plan (the "Company Rights Plan")
       and either (a) a Person has met 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 Securities Exchange
       Act of 1934, as amended, or any successor provision (for purposes of this
       Section 8(d)(ii), "Person," "Acquiring Person," "Distribution Date" and
       "Rights" shall have the meanings ascribed to such terms or any analogous
       terms in the Company Rights Plan on the date the Company Rights Plan is
       adopted, whether or not the Company Rights Plan is subsequently amended
       to change the meaning of any such terms or analogous terms), or (b) any
       of the Company 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 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 Parent or an entity controlled directly
       or indirectly by Parent.

              (iii)  "Vesting Start Date" shall mean _________-_________.

              (iv)   "Pro Rata Option Value" with respect to any date shall be
       equal to the Option Value calculated as of such date multiplied by a
       fraction, the numerator of which shall be equal to the number of shares
       of Common Stock attributable to the portion of the Option being purchased
       by the Company and the denominator of which shall be equal to the total
       number of shares of Common Stock subject to the Option.

              (v)    A "Parent Change In Control" shall be deemed to have
       occurred when any Person meets the requirements for becoming an Acquiring
       Person of Parent, whether or not a Distribution Date occurs or the Rights
       are redeemed by Parent; provided that a Parent 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 Securities Exchange Act of 1934,
       as amended, or any successor provision.  For


                                     -4-
<PAGE>

       purposes of this Section 8(d)(iii), "Person," "Acquiring Person,"
       "Distribution Date" and "Rights" shall have the meanings ascribed to
       such terms in the Rights Agreement between Parent 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 Parent Change In Control shall
       not be deemed to have occurred in the event a Company Change In
       Control shall have occurred at any time prior to the occurrence of the
       event otherwise constituting a Parent Change In Control.

       9.     REGISTRATION OF SALE OF SHARES.  As soon as practicable after the
Common Stock has become Publicly Traded, the Company shall cause the issuance of
Common Stock under the Plan to be registered under the Securities Act of 1933,
as amended.

       10.    MISCELLANEOUS.  This Agreement will be construed and enforced in
accordance with the laws of the State of Texas (other than the rules governing
conflicts of laws) and shall be binding upon and inure to the benefit of any
successor or assign of the Company and any executor, administrator, trustee,
guardian, or other legal representative of Optionee.


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

                                   cozone.com inc.

                                   By:
                                      --------------------------------------
                                   Name:
                                        ------------------------------------
                                   Title:
                                         -----------------------------------


                                   Optionee


                                   -----------------------------------------
                                   Name:
                                        ------------------------------------
                                   Address:
                                           ---------------------------------

                                   Social Security Number:
                                                          ------------------


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