EXHIBIT 10.2
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                                  HELPCITY,INC.
                             2001 STOCK OPTION PLAN
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                                TABLE OF CONTENTS
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                                                                            Page
                                                                            ----
SECTION  1.  PURPOSE.                                                          1
SECTION  2.  DEFINITIONS.                                                      1
(a)     "Award"                                                                1
(b)     "Board  of  Directors"                                                 1
(c)     "Change  in  Control"                                                  1
(d)     "Code"                                                                 1
(e)     "Committee"                                                            2
(f)     "Common-Law  Employee"                                                 2
(g)     "Company"                                                              2
(h)     "Employee"                                                             2
(i)     "Exchange  Act"                                                        2
(j)     "Exercise  Price"                                                      2
(k)     "Fair  Market  Value"                                                  2
(l)     "Incentive  Stock  Option"  or  "ISO"                                  3
(m)     "Nonstatutory  Option"  or  "NSO"                                      3
(n)     "Offeree"                                                              3
(o)     "Option"                                                               3
(p)     "Optionee"                                                             3
(q)     "Outside  Director"                                                    3
(r)     "Participant"                                                          3
(s)     "Plan"                                                                 3
(t)     "Purchase  Price"                                                      3
(u)     "Restricted  Share"                                                    3
(v)     "Service"                                                              3
(w)     "Share"                                                                3
(x)     "Stock"                                                                3
(y)     "Stock  Award  Agreement"                                              3
(z)     "Stock  Option  Agreement"                                             3
(aa)     "Stock  Purchase  Agreement"                                          4
(bb)     "Subsidiary"                                                          4
(cc)     "Total  and  Permanent  Disability"                                   4
(dd)     "W-2  Payroll"                                                        4
SECTION  3.  ADMINISTRATION.                                                   4
(a)     Committee  Membership                                                  4
(b)     Committee  Procedures                                                  4
(c)     Committee  Responsibilities                                            4
(d)     Committee  Liability                                                   5
(e)     Financial  Reports                                                     5
SECTION  4.  ELIGIBILITY.                                                      5
(a)     General  Rule                                                          5
(b)     Ten-Percent  Shareholders                                              5
(c)     Attribution  Rules                                                     5
(d)     Outstanding  Stock                                                     5
SECTION  5.  STOCK  SUBJECT  TO  PLAN.                                         5
(a)     Basic  Limitation                                                      5
(b)     Additional  Shares                                                     6
SECTION  6.  TERMS  AND  CONDITIONS  OF  AWARDS  OR  SALES.                    6
(a)     Stock  Purchase  Agreement                                             6
(b)     Duration  of  Offers                                                   6
(c)     Purchase  Price                                                        6
(d)     Payment  for  Shares                                                   6
(e)     Exercise  of  Awards  on  Termination  of  Service                     7
SECTION  7.  ADDITIONAL  TERMS  AND  CONDITIONS  OF  RESTRICTED                7
(a)     Form  and  Amount  of  Award                                           7
(b)     Exercisability                                                         7
(c)     Effect  of  Change  in  Control                                        7
(d)     Voting  Rights                                                         7
SECTION  8.  TERMS  AND  CONDITIONS  OF  OPTIONS.                              8
(a)     Stock  Option  Agreement                                               8
(b)     Number  of  Shares                                                     8
(c)     Exercise  Price                                                        8
(d)     Exercisability                                                         8
(e)     Effect  of  Change  in  Control                                        8
(f)     Term                                                                   8
(g)     Exercise  of  Options  on  Termination  of  Service                    8
(h)     Payment  of  Option  Shares                                            9
(i)     No  Rights  as  a  Shareholder                                         9
(j)     Modification,  Extension  and  Assumption  of  Options                 9
SECTION  9.  ADJUSTMENT  OF  SHARES.                                           9
(a)     General                                                                9
(b)     Reorganizations                                                       10
(c)     Reservation  of  Rights                                               10
SECTION  10.  WITHHOLDING  TAXES.                                             10
(a)     General                                                               10
(b)     Share  Withholding                                                    10
(c)     Cashless  Exercise/Pledge                                             10
(d)     Other  Forms  of  Payment                                             10
SECTION  11.  ASSIGNMENT  OR  TRANSFER  OF  AWARDS.                           10
(a)     General                                                               10
(b)     Trusts                                                                11
SECTION  12.  LEGAL  REQUIREMENTS.                                            11
SECTION  13.  NO  EMPLOYMENT  RIGHTS.                                         11
SECTION  14.  DURATION  AND  AMENDMENTS.                                      11
(a)     Term  of  the  Plan                                                   11
(b)     Right  to  Amend  or  Terminate  the  Plan                            11
(c)     Effect  of  Amendment  or  Termination                                11


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                      HELPCITY, INC. 2001 STOCK OPTION PLAN

SECTION  1.  PURPOSE.

     The purpose of the 2001 Stock Option Plan (the "Plan") is to offer selected
employees,  directors  and  consultants  an opportunity to acquire a proprietary
interest  in  the  success  of  the  Company,  or  to increase such interest, to
encourage  such  selected persons to remain in the employ of the  Company and to
attract  new  employees  with outstanding  qualifications.  The  Plan  seeks  to
achieve  this  purpose  by providing for Awards in the form of Restricted Shares
and  Options (which may constitute Incentive Stock Options or Nonstatutory Stock
Options)  as  well as the direct award or sale of Shares of the Company's Common
Stock.  While  this  Plan  is  intended  to satisfy federal Rule 701 and Section
25102(o)  of  the California Corporations Code, awards may be granted under this
Plan  in  reliance upon other federal and state securities law exemptions and to
the  extent  another exemption is relied upon, the terms of this Plan  which are
required  only  because of  Rule  701 or Section 25102(o) need not  apply to the
extent  provided  by the  Committee  in  the  award  agreement.

SECTION  2.  DEFINITIONS.

     (a)     "Award"  shall  mean  any  award  of an Option, Restricted Share or
other right under the Plan.

     (b)     "Board  of  Directors" shall  mean  the  Board of  Directors of the
Company, as constituted from time to time.

     (c)     "Change  in  Control"  shall  mean:

             (i) The  consummation  of  a  merger,  consolidation, sale  of  the
     Company's stock,  or  other  reorganization  of  the  Company (other than a
     reincorporation of the  Company), if  after  giving  effect to such merger,
     consolidation or other reorganization of the  Company, the  stockholders of
     the  Company  immediately prior  to  such  merger,  consolidation or  other
     reorganization  do  not  represent  a  majority  interest of the holders of
     voting securities (on a fully diluted basis) with the ordinary voting power
     to elect directors of the  surviving or resulting entity after such merger,
     consolidation  or  other  reorganization; or

             (ii)     The  sale of all or substantially all of the assets of the
     Company to a third  party  who  is  not  an  affiliate  of  the  Company.

             (iii)     The  term  Change  in Control  shall  not  include: (a) a
     transaction  the  sole  purpose of  which  is  to change  the  state of the
     Company's incorporation, or (b)  the  Company's  initial  public  offering.

     (d)     "Code" shall mean the Internal Revenue  Code of 1986,  as  amended.

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     (e)     "Committee" shall mean a  committee of the Board of Directors which
is authorized to administer  the  Plan  under  Section  3.

     (f)     "Common-Law  Employee"  shall  mean  an  individual  paid  from W-2
Payroll of the Company or a Subsidiary.  If, during any period,  the Company (or
Subsidiary,  as  applicable)  has not  treated  an  individual  as  a Common-Law
Employee  and,  for that  reason,  has  not paid  such  individual in  a  manner
which  results  in the issuance  of a Form  W-2 and withheld taxes with  respect
to  him  or  her,  then  that individual shall not be an eligible  Employee  for
that  period,  even  if  any  person,   court  of  law   or   government  agency
determines, retroactively,  that that individual is or was a Common-Law Employee
during all or any portion of that period.

     (g)     "Company" shall  mean  HelpCity,  Inc.

     (h)     "Employee"  shall  mean  (i)  any  individual who  is a  Common-Law
Employee  of  the  Company  or of a  Subsidiary,  (ii)  a member  of  the  Board
of  Directors,  including  (without  limitation)   an Outside  Director,  or  an
affiliate  of  a  member of the  Board of Directors, (iii) a member of the board
of directors of a  Subsidiary, or (iv)  an independent contractor  who  performs
services  for  the  Company  or a Subsidiary.  Service  as a member of the Board
of  Directors,  a  member of  the  board  of directors  of  a  Subsidiary or  an
independent  contractor  shall be  considered  employment  for  all  purposes of
the Plan except the second sentence of Section 4(a).

     (i)     "Exchange  Act" means the  Securities and Exchange Act  of 1934, as
amended.

     (j)     "Exercise  Price" shall mean the amount for which one Share may  be
purchased  upon  exercise  of  an  Option, as  specified by the Committee in the
applicable Stock Option Agreement.

     (k)     "Fair  Market  Value" means the  market price of Shares, determined
by the Committee as follows:

             (i)     If the  Shares were traded over-the-counter on the  date in
     question  but  were not  traded  on  the Nasdaq Stock  Market or the Nasdaq
     National Market System,  then  the Fair Market Value  shall be equal to the
     mean between the last reported representative bid  and asked prices  quoted
     for  such date by the principal automated inter-dealer quotation  system on
     which the Shares are quoted or,  if the Shares  are  not quoted on any such
     system, by the "Pink  Sheets" published  by the  National Quotation Bureau,
     Inc.;

             (ii)    If the Shares were traded over-the-counter on  the date  in
     question and were traded on the Nasdaq Stock  Market or the Nasdaq National
     Market  System,  then  the  Fair  Market Value shall be  equal to the last-
     transaction price quoted for  such  date by  the Nasdaq Stock Market or the
     Nasdaq National Market;

             (iii)   If  the  Shares were traded on a stock exchange on the date
     in question, then the Fair Market Value shall be equal to the closing price
     reported by the applicable composite transactions report for such date; and

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             (iv)    If none of the foregoing provisions is applicable, then the
     Fair  Market  Value  shall  be determined by the Committee in good faith on
     Such basis as it deems  appropriate.

     In all cases, the determination of Fair Market Value by the Committee shall
be  conclusive  and  binding  on  all  persons.

     (l)     "Incentive  Stock Option" or "ISO" shall mean an employee incentive
stock option described in Code section 422(b).

     (m)     "Nonstatutory  Option" or "NSO" shall mean an employee stock option
that  is  not  an  ISO.

     (n)     "Offeree"  shall  mean  an  individual  to  whom  the Committee has
offered the right to acquire Shares under the  Plan (other than upon exercise of
an Option).

     (o)     "Option"  shall  mean  an  Incentive  Stock  Option or Nonstatutory
Option granted under the Plan and  entitling  the  holder  to  purchase  Shares.

     (p)     "Optionee" shall mean an individual or estate who holds an  Option.

     (q)     "Outside  Director" shall  mean a member of the Board  who is not a
Common-Law Employee of the Company  or  a  Subsidiary.

     (r)     "Participant"  shall  mean  an  individual  or  estate who holds an
Award.

     (s)     "Plan" shall mean this 2001 Stock  Option Plan  of  HelpCity,  Inc.

     (t)     "Purchase  Price" shall mean the consideration for which one  Share
may be acquired under the Plan (other  than  upon  exercise  of an  Option),  as
specified  by the Committee.

     (u)     "Restricted  Share" shall  mean  a  Share  sold  or granted  to  an
eligible  Employee  which  is nontransferable and subject to substantial risk of
forfeiture until restrictions lapse.

     (v)     "Service" shall  mean  service  as  an  Employee.

     (w)     "Share" shall  mean  one share  of Stock, as adjusted in accordance
with Section 9 (ifapplicable).

     (x)     "Stock" shall  mean  the  common  stock  of  the  Company.

     (y)     "Stock  Award  Agreement"  shall  mean  the  agreement between  the
Company  and  the  recipient  of  a  Restricted Share which  contains the terms,
conditions and restrictions pertaining to such Restricted  Share.

     (z)     "Stock  Option  Agreement" shall  mean  the  agreement  between the
Company and an Optionee which contains the terms,  conditions  and  restrictions
pertaining  to  his  or  her  Option.

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     (aa)    "Stock  Purchase  Agreement" shall mean the agreement  between  the
Company  and  an  Offeree who acquires Shares under  the Plan which contains the
terms, conditions and restrictions pertaining to the acquisition  of such
Shares.

     (bb)    "Subsidiary" means any  corporation  (other than the Company) in an
unbroken  chain  of  corporations  beginning  with the  Company,  if each of the
corporations  other  than  the last corporation in the unbroken chain owns stock
possessing 50% or more of  the total  combined  voting  power  of all classes of
stock in one of the other corporations in such chain. A corporation that attains
the  status of a Subsidiary on a date  after the  adoption  of the Plan shall be
considered a Subsidiary  commencing  as  of  such  date.

     (cc)    "Total and Permanent  Disability" means that the Optionee is unable
to engage in  any  substantial  gainful activity  by  reason  of  any  medically
determinable  physical  or  mental  impairment.

     (dd)    "W-2 Payroll"  means  whatever  mechanism  or  procedure  that  the
Company or a Subsidiary utilizes to pay any  individual  which  results  in  the
issuance  of  Form W-2 to the individual.  "W-2 Payroll"  does  not  include any
mechanism or procedure which results in  the  issuance  of any form other than a
Form W-2  to an individual,  including, but not limited to,  any Form 1099 which
May be issued to an independent contractor, an agency employee or a  consultant.
Whether  a  mechanism  or  procedure  qualifies  as  a  "W-2  Payroll"  shall be
Determined  in  the  absolute  discretion  of  the  Company  (or  Subsidiary, as
applicable), and the Company or Subsidiary  determination  shall  be  conclusive
and  binding  on  all persons.

SECTION  3.  ADMINISTRATION.

     (a)     Committee  Membership.  The  Plan  shall  be  administered  by  the
Compensation  Committee  (the  "Committee") appointed  by the Company's Board of
Directors. If no Committee has been appointed, the entire Board shall constitute
the  Committee.

     (b)     Committee Procedures. The Board of Directors shall designate one of
the members of the Committee as chairperson.  The  Committee may  hold  meetings
at such times and places as it shall determine.  The acts  of  a majority of the
Committee members present at meetings  at which a quorum exists, or acts reduced
to or approved in writing by all  Committee members,  shall  be  valid  acts  of
the  Committee.

     (c)     Committee Responsibilities.  The  Committee  has  and  may exercise
such power and authority as may be necessary or appropriate  for  the  Committee
to arry out its functions as described in the Plan.  The Committee has authority
in its discretion to determine eligible Employees to whom, and the time or times
at which, Awards may be granted and the number of  Shares subject to each Award.
Subject to the express provisions  of  the respective  Award  agreements  (which
need  not  be  identical)  and  to  make  all  other determinations necessary or
advisable  for  Plan  administration, the  Committee has authority to prescribe,
amend,   and  rescind  rules   and  regulations relating   to  the   Plan.   All
interpretations, determinations,  and  actions  by the  Committee will be final,
conclusive, and binding  upon  all  persons.

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     (d)     Committee  Liability.  No member of the Board or the Committee will
be liable for any action or  determination made in  good faith by the  Committee
with respect to the Plan or any  Award  made  under  the  Plan.

     (e)     Financial Reports.  To  the  extent required by applicable law, and
not less often than annually, the Company shall furnish to  Offerees,  Optionees
and Shareholders who have received Stock under the Plan its financial statements
including  a  balance  sheet  regarding  the  Company's  financial condition and
results  of  operations,  unless  such  Offerees, Optionees or Shareholders have
duties with the Company that assure them access  to equivalent information. Such
financial statements need not  be  audited.

SECTION  4.  ELIGIBILITY.

     (a)     General Rule.  Only Employees  shall  be eligible  for  designation
as Participants by the Committee. In addition, only individuals who are employed
as Common-Law Employees by the Company or a Subsidiary shall be eligible for the
grant of ISOs.

     (b)     Ten-Percent Shareholders, Officers, and Directors.  An Employee who
owns  more  than  ten percent  (10%) of the total combined voting power  of  all
classes  of  outstanding  stock  of  the  Company  or  any of  its Subsidiaries,
Officers, and Directors, shall not be eligible for designation as an  Offeree or
Optionee  unless (i) the Exercise Price for an ISO  (and  a  NSO to  the  extent
required  by  applicable  law) is at least one hundred ten percent (110%) of the
Fair  Market Value  of  a Share on  the date  of  grant,  (ii)  if  required  by
Applicable  law,  the  Purchase  Price of Shares is at least one hundred percent
(100%)  of  the Fair  Market Value of a Share on the date of grant, and (iii) in
the  case  of  an  ISO,  such  ISO  by  its  terms  is not exercisable after the
expiration of five  years from  the  date  of  grant.

     (c)     Attribution  Rules.  For  purposes  of  Subsection  (b)  above,  in
determining stock ownership, an Employee shall be deemed to own the stock owned,
directly or indirectly, by or for  his  brothers, sisters, spouse, ancestors and
lineal  descendants.   Stock  owned,   directly  or  indirectly,  by  or  for  a
corporation,   partnership,  estate  or  trust  shall  be  deemed  to  be  owned
proportionately by or for  its  shareholders,  partners  or beneficiaries. Stock
with respect to which such Employee holds an Option  shall  not  be  counted.

     (d)     Outstanding  Stock.   For   purposes  of  Subsection   (b)   above,
"outstanding  stock"  shall  include  all  stock actually issued and outstanding
immediately  after  the  grant.  "Outstanding  Stock"  shall  not include shares
authorized for issuance under outstanding Options  held  by  the  Employee or by
any  other  person.

SECTION  5.  STOCK  SUBJECT  TO  PLAN.

     (a)     Basic Limitation. Shares offered under the Plan shall be authorized
but  unissued Shares.  Subject to Sections 5(b) and 9 of the Plan, the aggregate
number  of Shares which may be issued or transferred as common stock pursuant to
an Award under the Plan
shall  not  exceed  3,000,000  Shares.
     In any event, (i) the number of Shares which are subject to Awards or other
rights  outstanding  at  any  time under the Plan shall not exceed the number of

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Shares which then remain  available for issuance under the Plan; and (ii) to the
extent  an  award is made in reliance upon the exemption available under Section
25102(o)  of  the  California  Corporations Code, the number of Shares which are
subject  to  Awards  or  other  rights outstanding at any time under the Plan or
otherwise shall not exceed the limitation imposed by Section 260.140.45 of Title
10  of  the California Code of Regulations.  The Company, during the term of the
Plan, shall at all times reserve and keep available sufficient Shares to satisfy
the  requirements  of  the  Plan.

     (b)     Additional  Shares.  In  the  event  that  any  outstanding  Option
or other right for any reason expires  or  is  canceled or otherwise terminated,
the Shares allocable to the unexercised  portion  of such Option or other  right
shall again be available for the purposes of the Plan.  If  a  Restricted  Share
is  forfeited  before  any  dividends  have  been  paid  with  respect  to  such
Restricted Share,  then  such Restricted  Share  shall  again  become  available
for  award  under  the Plan.

SECTION  6.  TERMS  AND  CONDITIONS  OF  AWARDS  OR  SALES.

     (a)     Stock  Purchase  Agreement.  Each award or sale of Shares under the
Plan  (other  than  upon  exercise  of  an Option) shall be evidenced by a Stock
Purchase Agreement between the  Offeree and  the  Company.  Such  award  or sale
shall be subject to all applicable terms and conditions of the  Plan and  may be
subject to any other terms and conditions which are not  inconsistent  with  the
Plan and which the Committee deems appropriate for inclusion in a Stock Purchase
Agreement.  The provisions of the various Stock Purchase Agreements entered into
under  the Plan need not be identical.

     (b)     Duration of Offers.  Any right to acquire  Shares  under  the  Plan
(other than an Option)  shall automatically  expire  if  not  exercised  by  the
Offeree within 30 days after the grant of such  right  was communicated  to  the
Offeree  by  the  Committee.

     (c)     Purchase  Price.  Unless otherwise permitted by applicable law, the
Purchase Price of Shares to be offered under the Plan shall not be less than one
hundred percent (100%) of the Fair Market Value of a Share on the date of  grant
(110%  for 10%  shareholders,  officers  and  directors),  except  as  otherwise
provided in Section 4(b).  Subject to the preceding sentence, the Purchase Price
shall be determined by the Committee in its sole discretion.  The Purchase Price
shall be payable in a  form  described  in  Subsection  (d)  below.

     (d)     Payment  for  Shares.  The  entire  Purchase Price of Shares issued
under the Plan  shall  be  payable in  lawful  money of  the  United  States  of
America at the time when such Shares are purchased, except  as  provided  below:

             (i)     Surrender of Stock.  To  the  extent that  a  Stock  Option
     Agreement so provides, payment may be made all or in part with Shares which
     Have Already  been owned  by the Optionee  or Optionee's representative for
     any time period specified by  the  Committee  and which are  surrendered to
     the Company in good form for transfer. Such shares shall be valued at their
     Fair Market Value on the date when  the  new  Shares  are  purchased  under
     the  Plan.

             (ii)    Promissory  Notes.  To  the  extent  that  a  Stock  Option
     Agreement or  Stock Purchase Agreement so provides, payment may be made all
     or in part with a full recourse promissory note executed by the Optionee or
     Offeree.  The interest rate and  other  terms

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     and conditions of  such  note  shall  be  determined by the Committee.  The
     Committee may require that the Optionee or Offeree pledge his or her Shares
     to the Company for the purpose of securing the payment of such note.  In no
     event  shall  the stock certificate(s) representing such Shares be released
     to  the  Optionee  or  Offeree  until  such  note  is  paid  in  full.

             (iii)   Cashless  Exercise.  To  the  extent  that  a  Stock Option
     Agreement  so  provides and  a public market for the Shares exists, payment
     may  be  made  all  or  in  part  by  delivery (on a form prescribed by the
     Committee) of an irrevocable  direction  to a  securities  broker  to  sell
     shares and to deliver all or part of the sale  proceeds  to  the Company in
     payment of the aggregate Exercise Price.

             (iv)    Other Forms of Payment. To the extent provided in the Stock
     Option Agreement, payment may be made in any other  form that is consistent
     With applicable  laws,  regulations  and  rules.

     (e)     Exercise of Awards on  Termination  of  Service.  Each  Stock Award
Agreement shall set forth the extent to  which  the  recipient  shall  have  the
right   to  exercise  the   Award  following  termination   of  the  recipient's
Service  with  the  Company  and its  Subsidiaries.  Such  provisions  shall  be
determined in the sole discretion of the Committee, need not  be  uniform  among
all  the  Awards  issued  pursuant  to  the  Plan,  and may reflect distinctions
based  on  the  reasons  for  termination  of  employment.

SECTION  7.  ADDITIONAL  TERMS  AND  CONDITIONS  OF  RESTRICTED  SHARES.

     (a)     Form  and  Amount  of  Award.  Each  Stock  Award  Agreement  shall
specify  the  number of Shares that aresubject to the Award.  Restricted  Shares
may be awarded in combination  with NSOs and  such  an  Award may  provide  that
the Restricted Shares will be forfeited in  the  event  that  the  related  NSOs
are  exercised.

     (b)     Exercisability.  Each  Stock  Award  Agreement  shall  specify  the
conditions  upon  which  Restricted  Shares  shall become vested, in full or  in
installments.  To the extent required by applicable  law, each Stock Award shall
become exercisable at the rate of at least  20%  per year for  each of the first
five years from the  date  of grant.  Subject  to  the preceding  sentence,  the
exercisability of any Stock Award shall be determined by  the  Committee in  its
sole  discretion.

     (c)     Effect  of  Change  in  Control.  The  Committee may  determine  at
the time of making an Award or thereafter, that  such  Award shall become  fully
vested, in whole or in part, in the event that a Change  in Control  occurs with
respect  to  the  Company.

     (d)     Voting  Rights.  Holders  of Restricted  Shares awarded  under  the
Plan  shall have  the  same  voting,  dividend and other rights as the Company's
other stockholders.  A Stock Award Agreement,  however,  may  require  that  the
holders  invested any cash  dividends  received in additional Restricted Shares.
Such additional Restricted Shares shall be  subject  to the  same conditions and
restrictions as the Award with respect to which the  dividends  were paid.  Such
additional Restricted Shares shall not reduce the  number  of  Shares  available
under Section 5.

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SECTION  8.  TERMS  AND  CONDITIONS  OF  OPTIONS.

     (a)     Stock  Option  Agreement.  Each  grant  of an Option under the Plan
shall be evidenced by a Stock Option  Agreement  between  the  Optionee a nd the
Company.  Such Option shall be subject  to  all  applicable terms and conditions
of the Plan and may be subject to any other terms and conditions which  are  not
inconsistent with  the  Plan  and  which  the  Committee deems  appropriate  for
inclusion  in a Stock Option Agreement.  The  provisions  of  the  various Stock
Option Agreements entered into under the Plan need  not  be  identical.

     (b)     Number  of  Shares.  Each  Stock  Option  Agreement  shall  specify
the number of Shares that are subject to  the  Option  and shall provide for the
adjustment of such number  in  accordance  with  Section  9.  The  Stock  Option
Agreement  shall also specify whether the Option is an  ISO  or  a  Nonstatutory
Option.

     (c)     Exercise  Price.  Each  Stock  Option  Agreement  shall specify the
Exercise Price.  The Exercise Price of an ISO shall not be less than one hundred
percent (100%) of the Fair Market Value of a Share  on the date of grant, except
as otherwise provided in Section 4(b).  To the extent required by applicable law
and except  as  otherwise  provided  in  Section  4(b), the  Exercise Price of a
Nonstatutory Option shall not  be  less  than  one hundred percent (100%) of the
Fair Market Value of a Share on the date of grant.  Subject to the preceding two
sentences,  the  Exercise  Price  under  any  Option  shall be determined by the
Committee in its sole discretion.  The Exercise Price shall be payable in a form
described in Subsection (h) below.

     (d) Exercisability. Each Stock Option Agreement shall specify the date when
all  or  any  installment  of the Option is to become exercisable. To the extent
required  by  applicable law, an Option shall become exercisable no less rapidly
than  the rate of 20% per year for each of the first five years from the date of
grant. Subject to the preceding sentence, the exercisability of any Option shall
be  determined  by  the  Committee  in  its  sole  discretion.

     (e)     Effect of Change  in  Control.  The Committee may determine, at the
time of granting an Option or thereafter,  that such  Option shall  become fully
exercisable as to all Shares subject  to such  Option in the event that a Change
in Control occurs with respect to the Company.

     (f)     Term.  The  Stock  Option  Agreement  shall specify the term of the
Option.  The term shall  not  exceed  ten  years from the date of grant (or five
(5) years for  ten  percent  (10%)  shareholders,  officers,  and  directors  as
provided in Section 4(b)).  Subject  to the preceding sentence, the Committee at
its sole discretion shall  determine  when  an  Option  is  to  expire.

     (g)     Exercise  of  Options on Termination of Service.  Each Option shall
set forth the extent to which the Optionee shall  have  the  right  to  exercise
the  Option following termination of the Optionee's  Service  with  the  Company
and  its  Subsidiaries.   Such  provisions  shall  be  determined  in  the  sole
discretion   of  the  Committee,   need  not  be   uniform  among  all   Options
issued  pursuant  to the Plan, and may reflect distinctions based on the reasons
for  termination  of  employment.  Notwithstanding  the foregoing, to the extent
required  by  applicable  law, each Option shall provide that the Optionee shall
have  the right to exercise the vested portion of any Option held at termination
for  at  least 60 days following termination of Service with the Company for any

                                        8
<PAGE>

reason, and that the Optionee shall have the right to exercise the Option for at
least  six  months  if  the  Optionee's  Service  terminates  due  to  death  or
Disability.

     (h)     Payment  of  Option  Shares.  The  entire  Exercise Price of Shares
issued under the Plan shall be payable in lawful money  of  the United States of
America at the time when such Shares are purchased, except  as  provided  below:

             (i)     Surrender of Stock.  To  the  extent  that  a  Stock Option
     Agreement so provides, payment may be made all or in part with Shares which
     have already been  owned  by the  Optionee or Optionee's representative for
     any time period specified  by  the  Committee  and  which  are  surrendered
     to the Company in good form for transfer.  Such shares  shall  be valued at
     their Fair Market Value on the date  when  the  new  Shares  are  purchased
     under  the  Plan.

             (ii)    Promissory  Notes.  To  the  extent  that  a  Stock  Option
     Agreement or Stock Purchase Agreement  so provides, payment may be made all
     or in part with a full recourse promissory note executed by the Optionee or
     Offeree.  The interest rate and  other  terms  and  conditions of such note
     shall  be  determined by the Committee.  The Committee may require that the
     Optionee or Offeree pledge his or her Shares to the Company for the purpose
     of  securing  the  payment  of such note.  In  no  event  shall  the  stock
     certificate(s) representing such Shares be  released  to  the  Optionee  or
     Offeree  until  such  note  is  paid  in  full.

             (iii)   Cashless  Exercise.  To  the  extent  that  a  Stock Option
     Agreement so  provides  and  a public market for the Shares exists, payment
     May  be  made  all  or  in  part  by  delivery (on a form prescribed by the
     Committee)  of  an  irrevocable  direction  to a securities  broker to sell
     shares and to deliver  all or part of  the  sale  proceeds  to  the Company
     in payment of the aggregate Exercise Price.

             (iv)    Other Forms of Payment. To the extent provided in the Stock
     Option Agreement, payment may be made in  any other form that is consistent
     With applicable  laws,  regulations  and  rules.

     (i)     Modification,  Extension  and  Assumption  of  Options.  Within the
limitations of the Plan,  the Committee may modify, extend or assume outstanding
Options or may accept the cancellation of outstanding Options  (whether  granted
by  the Company or another issuer) in return for the grant of  new  Options  for
the same or a different number of Shares and at the same or a different Exercise
Price  or  for  other  consideration.

SECTION  9.  ADJUSTMENT  OF  SHARES.

     (a)     General. In the event  of a subdivision of the outstanding Stock, a
declaration of a dividend payable  in  Shares, a combination or consolidation of
the outstanding  Stock  into a lesser  number of Shares,  a  recapitalization, a
reclassification or  a  similar occurrence, the Committee shall make appropriate
adjustments, subject to  the  limitations set  forth in  Section 9(c), in one or
more of (i) the number  of Shares available  for future Awards  under Section 5,
(ii)  the  number of Shares  covered  by  each  outstanding  Option or  Purchase
Agreement or (iii) the Exercise Price or Purchase Price under  each  outstanding
Option  or  Stock Purchase Agreement.

                                        9
<PAGE>

     (b)     Reorganizations.  In the  event that  the  Company  is a party to a
merger or reorganization, outstanding  Options shall be subject to the agreement
of merger or reorganization, provided however, that the limitations set forth in
Section 9(c) shall  apply.

     (c)     Reservation  of  Rights.  Except  as provided in this Section 9, an
Optionee or an Offeree shall have no rights  by reason of (i) any subdivision or
consolidation of shares of stock of any class, (ii) the payment  of any dividend
or (iii) any other increase or  decrease  in  the  number  of  shares  of  stock
of  any  class.  Any issue by the  Company  of shares of stock  of any class, or
securities convertible into shares  of  stock  of  any  class, shall not affect,
and no adjustment by reason thereof  shall  be made with respect to, the number,
Exercise Price or Purchase Agreement of  Shares  subject  to  an Option or Stock
Purchase Agreement.  The grant of an Award pursuant to the Plan shall not affect
in   any  way   the  right   or  power  of  the  Company  to  make  adjustments,
reclassifications,  reorganizations  or  changes  of  its  capital  or  business
structure, to  merge or consolidate or to dissolve, liquidate, sell  or transfer
all  or  any  part  of  its  business or assets.

SECTION  10.  WITHHOLDING  TAXES.

     (a)     General. To the extent required by applicable federal, state, local
or foreign law, a  Participant  or his  or her successor shall make arrangements
satisfactory  to  the  Committee  for  the  satisfaction of any  withholding tax
obligations that arise in  connection  with  the Plan.  The Company shall not be
required  to  issue any Shares  or  make  any  cash payment under the Plan until
such obligations are satisfied.

     (b)     Share  Withholding.  The  Committee  may  permit  a  Participant to
satisfy  all or part of his or her  withholding  or  income  tax obligations  by
having the Company withhold all or a portion of any Shares that otherwise  would
be  issued to him or her or by surrendering  all or a portion of any Shares that
he or she previously acquired. Such Shares shall  be valued at their Fair Market
Value on the date when taxes otherwise  would  be withheld in cash.  Any payment
of taxes by assigning Shares to the Company  may  be  subject  to  restrictions,
including any restrictions required by rules  of any federal or state regulatory
body or other authority.

     (c)     Cashless Exercise/Pledge. The Committee may provide that if Company
Shares are publicly traded at the time of exercise,  arrangements may be made to
meet the Optionee's  withholding obligation  by  cashless  exercise  or  pledge.

     (d)  Other  Forms  of Payment. The Committee may permit such other means of
tax  withholding  as  it  deems  appropriate.

SECTION  11.  ASSIGNMENT  OR  TRANSFER  OF  AWARDS.

     (a)     General.  An Award granted under the Plan shall not be anticipated,
assigned, attached, garnished,  optioned,  transferred  or  made  subject to any
creditor's process,  whether  voluntarily, involuntarily or by operation of law,
except as approved by the Committee.  Notwithstanding  the  foregoing,  ISOs may
not be transferable. Also  notwithstanding  the foregoing, while the Shares  are
subject to California  Corporations  Code   25102(o), (i) Offerees and Optionees
may not transfer their rights  hereunder except by will, beneficiary designation
or the laws of descent  and  distribution,  and  (ii)  any  rights of repurchase
in favor of the Company

                                       10
<PAGE>

shall  take  into account the provisions of Sections 260.140.41 or 260.140.42 of
Title  10  of  the  California  Code  of  Regulations,  as  applicable.

     (b)     Trusts. Neither this Section 11 nor any other provision of the Plan
shall preclude a Participant from transferring or assigning Restricted Shares to
(a) the trustee of  a trust that is revocable by such Participant alone, both at
the time of the transfer or assignment and at all times thereafter prior to such
Participant's  death,  or  (b)  the  trustee  of  any other trust to the  extent
approved by the  Committee  in  writing.  A transfer or assignment of Restricted
Shares  from  such  trustee to any  other  person than such Participant shall be
permitted only to the extent  approved  in  advance by the Committee in writing,
and  Restricted  Shares  held  by  such  trustee  shall  be  subject  to all the
conditions and restrictions  set  forth  in  the  Plan  and  in  the  applicable
Stock Award Agreement, as if such trustee  were  a  party  to  such  Agreement.

SECTION  12.  LEGAL  REQUIREMENTS.

     Shares  shall not be issued under the Plan unless the issuance and delivery
of  such Shares complies with (or is exempt from) all applicable requirements of
law,  including (without limitation) the Securities Act of 1933, as amended, the
rules  and  regulations  promulgated  thereunder,  state  securities  laws  and
regulations,  and  the  regulations of any stock exchange on which the Company's
securities  may  then  be  listed.

SECTION  13.  NO  EMPLOYMENT  RIGHTS.

     No  provision  of the Plan, nor any right or Option granted under the Plan,
shall  be construed to give any person any right to become, to be treated as, or
to  remain  an  Employee.  The Company and its Subsidiaries reserve the right to
terminate  any  person's  Service  at  any  time  and  for  any  reason.

SECTION  14.  DURATION  AND  AMENDMENTS.

     (a)     Term  of  the  Plan.  The Plan, as set  forth  herein, shall become
effective on the date of its adoption by the Board  of Directors, subject to the
approval of the Company's shareholders.  In  the  event  that  the  shareholders
fail to approve the Plan within twelve  (12)  months  after  its adoption by the
Board  of  Directors, any  grants  already  made  shall be null and void, and no
Additional  grants shall be  made  after  such  date.  The  Plan shall terminate
automatically ten (10) years after  its  adoption  by  the  Board  of  Directors
and may be terminated on any earlier date  pursuant  to  Subsection  (b)  below.

     (b)     Right  to  Amend  or  Terminate  the  Plan.  The Board of Directors
may amend the Plan at any time  and from  time to time.  Rights and  obligations
under  any  right  or Option  granted before amendment of the Plan  shall not be
materially altered,  or  impaired  adversely, b y such  amendment,  except  with
consent  of  the  person to whom the right or Option was granted.  An  amendment
of the Plan  shall  be  subject  to  the  approval of the Company's shareholders
only  to the  extent  equired by applicable laws, regulations or rules including
the  rules  of  any  applicable  exchange.

     (c)     Effect of Amendment or  Termination.  No  Shares  shall  be  issued
or  sold  under the Plan after the termination  thereof,  except  upon  exercise
of an Option granted prior to such

                                       11
<PAGE>

termination.  The termination  of  the  Plan,  or any  amendment  thereof, shall
not affect any Shares  previously  issued or any Option previously granted under
the Plan.

                                       12
<PAGE>

THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER
THE  SECURITIES  ACT  OF  1933  OR  THE SECURITIES LAWS OF ANY STATE, AND MAY BE
OFFERED  AND  SOLD  ONLY  IF  REGISTERED  AND QUALIFIED PURSUANT TO THE RELEVANT
PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN
OPINION   OF  COUNSEL  SATISFACTORY   TO  THE  COMPANY  THAT  REGISTRATION   AND
QUALIFICATION  UNDER  FEDERAL  AND  STATE   SECURITIES  LAWS  IS  NOT  REQUIRED.

                                 HELPCITY, INC.
                             2001 STOCK OPTION PLAN

                        INCENTIVE STOCK OPTION AGREEMENT

     HELPCITY,  Inc. (the "Company"), hereby grants an Option to purchase shares
of  its  common  stock  ("Shares")  to  the Optionee named below.  The terms and
conditions  of  the  Option are set forth in this cover sheet, in the attachment
and  in  the  Company's  2001  Stock  Option  Plan  (the  "Plan").

Date of Grant:  _________

Name of Optionee:  _______________________________________

Optionee's Social Security Number:  ______________________

Number of Shares Covered by Option:  _____________________

Exercise Price per Share: $_________
[must be at least 100% fair market value on Date of Grant]

Vesting Start Date:_________

___     Check  here  if  Optionee  is a 10% owner, officer, or director (so that
        exercise  price  must  be  110%  of fair market value and term will  not
        exceed 5 years).

BY  SIGNING  THIS  COVER  SHEET,  YOU  AGREE  TO ALL OF THE TERMS AND CONDITIONS
DESCRIBED  IN  THE  ATTACHED  AGREEMENT AND IN THE PLAN, A COPY OF WHICH IS ALSO
ATTACHED.

Optionee:  ________________________
              (Signature)

Company:  _________________________
             (Signature)

          Title:  _________________

                                      -1-
<PAGE>

THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER
THE  SECURITIES  ACT  OF  1933  OR  THE SECURITIES LAWS OF ANY STATE, AND MAY BE
OFFERED  AND  SOLD  ONLY  IF  REGISTERED  AND QUALIFIED PURSUANT TO THE RELEVANT
PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN
OPINION   OF  COUNSEL  SATISFACTORY  TO  THE   COMPANY  THAT  REGISTRATION   AND
QUALIFICATION  UNDER  FEDERAL  AND  STATE   SECURITIES  LAWS  IS  NOT  REQUIRED.

                                 HELPCITY, INC.
                             2001 STOCK OPTION PLAN

                         INCENTIVE STOCK OPTION AGREEMENT


INCENTIVE STOCK          This  Option  is  intended  to  be an  incentive  stock
OPTION                   option under section 422 of the  Internal Revenue  Code
                         And  will  be interpreted accordingly.

VESTING                  No  Shares  will  vest until you have performed  twelve
                         (12) months  of Service from  the  commencement of your
                         employment with the Company.  You shall have the  right
                         to  exercise the  Option and  purchase from the Company
                         the Shares subject to the following  vesting  schedule:

                         % Vesting        Date of Vesting       Number of Shares

                         _________        _______________       ________________

                         _________        _______________       ________________

                         _________        _______________       ________________

                         _________        _______________       ________________

                         No  additional  Shares will vest after your Service has
                         terminated for any  reason.

TERM                     Your  Option  will  expire  in  any  event at the close
                         of business at  Company  headquarters on the day before
                         the tenth anniversary  (fifth  anniversary  for  a  10%
                         owner,  officer  or director) of the Date of Grant,  as
                         shown on the cover  sheet.  (It  will expire earlier if
                         your Service terminates, as described below.)

REGULAR                  If your Service terminates for any reason except death,
TERMINATION              Disability or for  "Cause,"  your  Option  will  expire
                         at  the  close  of  business  at  Company  headquarters
                         on  the  30th  day after your termination

                                      -2-
<PAGE>

                         date.  During that 30-day period, you may exercise that
                         portion  of  your  Option   that  was  vested  on  your
                         termination  date.

DEATH                    If  you die  while in  Service with  the Company,  your
                         Option will expire at the close  of business at Company
                         headquarters on the date six months after the  date  of
                         death.  During  that  six-month  period, your estate or
                         heirs may exercise  that portion of  your  Option  that
                         was vested on the date of death.

DISABILITY               If your  Service terminates because of your Disability,
                         your  Option will  expire  at  the close of business at
                         Company headquarters on the date six months after  your
                         termination  date.  (However, if your Disability is not
                         expected to result in death or to last for a continuous
                         period of at least  12  months,  your  Option  will  be
                         eligible  for ISO tax treatment only if it is exercised
                         within  three  months following the termination of your
                         Service.)   During  that  six-month  period,   you  may
                         exercise that portion of your Option that was vested on
                         the date of  your  Disability.

                        "Disability"  means that  you are  unable  to  engage in
                        any   substantial  gainful  activity by  reason  of  any
                        medically determinable physical or mental  impairment.

LEAVES  OF  ABSENCE     For  purposes  of  this  Option,  your  Service does not
                        terminate  when  you go on a bona fide  leave of absence
                        that was approved by the  Company  in  writing,  if  the
                        terms  of  the  leave  provide  for  continued   service
                        crediting,  or  when  continued   service  crediting  is
                        required by applicable law. However,  your  Service will
                        be  treated  as  terminating  30  days  after  you  went
                        on leave,  unless your right to return to active work is
                        guaranteed  by  law or  by  a  contract.   Your  Service
                        terminates  in  any  event  when the approved leave ends
                        unless  you  immediately  return  to  active  work.  The
                        Company determines which  leaves count for this purpose,
                        and when your Service terminates for all purposes  under
                        the  Plan.  The  Company  also determines  the extent to
                        which  you may  exercise  the  vested  portion  of  your
                        Option  during  a  leave  of  absence.

NOTICE  OF  EXERCISE    When  you wish to exercise this Option, you must execute
                        Appendix A.  Your exercise will be effective when it  is
                        received by  the  Company.  If  someone  else  wants  to
                        exercise  this Option after your death, that person must
                        prove  to  the  Company's  satisfaction  that  he or she
                        is entitled to do so.

FORM OF PAYMENT         When  you submit Appendix A, you must include payment of
                        the Exercise Price for  the  Shares  you are purchasing.
                        Payment  may  b  made in one  (or a combination) of  the
                        following  forms at the

                                      -3-
<PAGE>

                        discretion  of the committee:

                             Your personal check, a cashier's check or  a  money
                             order.

                             Shares  which   you  have   owned  and  which   are
                             Surrendered  to  the  Company.  The  value  of  the
                             Shares, determined as of the effective date  of the
                             Option exercise, will be applied  to  the  Exercise
                             Price.

                             To  the extent that  a public market for the Shares
                             exists as determined by the  Company,  by  delivery
                             (on  a  form  prescribed  by  the  Committee) of an
                             irrevocable  direction  to  a  securities broker to
                             sell Shares and to deliver all  or part of the sale
                             proceeds to the Company in payment of the aggregate
                             Exercise Price.

                             Any  other  form of legal consideration approved by
                             the Committee.

WITHHOLDING             You will not be allowed to exercise  this  Option unless
TAXES                   you make  acceptable arrangements to pay any withholding
                        or other taxes that may be due as a result of the Option
                        exercise or the sale of Shares acquired upon exercise of
                        this  Option.

RESTRICTIONS ON         By  signing  this  Agreement, you agree not  to exercise
RESALE                  this Option or sell any Shares acquired upon exercise of
                        this Option at a time when applicable laws,  regulations
                        or  Company  or  underwriter  trading  policies prohibit
                        exercise or sale.  In particular, the Company shall have
                        the right to designate one or more periods of time, each
                        of  which  shall  not  exceed 180 days in length, during
                        which  this  Option  shall  not  be  exercisable  if the
                        Company determines (in its sole  discretion)  that  such
                        limitation  on  exercise  could in any way facilitate  a
                        lessening of any restriction on transfer pursuant to the
                        Securities Act or any state securities laws with respect
                        to any issuance of securities by the Company, facilitate
                        the  registration  or qualification of any securities by
                        the Company  under  the  Securities  Act  or  any  state
                        securities  laws, or  facilitate the  perfection  of any
                        exemption   from   the   registration  or  qualification
                        requirements  of  the  Securities Act or any  applicable
                        state securities laws for the issuance  or  transfer  of
                        any  securities.  Such limitation on exercise shall  not
                        alter the vesting  schedule  set forth in this Agreement
                        other than to limit the periods during which this Option
                        shall  be  exercisable.

                        Furthermore,  in  respect  of  any  underwritten  public
                        offering  by  the Company,  you  agree that you will not
                        sell or otherwise transfer  or  dispose  of  any  Shares
                        covered  by  this  Option  during  a

                                      -4-
<PAGE>

                        reasonable and customary period of time as agreed  to by
                        the Company and the  underwriters,  not  to  exceed  the
                        greater of (a) 180 days  following  the  effective  date
                        of the registration statement of the Company filed under
                        the  Securities  Act in respect of such offering and (b)
                        such other period of time as  agreed  to  by  holders of
                        a majority of the then  outstanding  Shares.  By signing
                        this Agreement you agree to  execute  and  deliver  such
                        other agreements as may  be  reasonably requested by the
                        Company or the underwriter which are consistent with the
                        foregoing or which are necessary to give  further effect
                        thereto.    The   Company   may   impose   stop-transfer
                        instructions  with  respect to the Shares subject to the
                        foregoing restriction until the end of such  period.

                        If the sale of Shares under  the  Plan is not registered
                        under  the  Securities  Act  of  1933,  as  amended (the
                        "Securities Act"), but an exemption is  available  which

                        requires  an  investment  or  other representation,  you
                        shall  represent  and agree at the time of exercise that
                        the Shares being acquired upon exercise of  this  Option
                        are being acquired for investment,  and  not with a view
                        to the sale or distribution thereof, and shall make such
                        other   representations  as   are  deemed  necessary  or
                        appropriate by the Company  and  its  counsel.

THE COMPANY'S           In  the  event  that  you  propose  to  sell,  pledge or
RIGHT OF FIRST          otherwise transfer to a third party any  Shares acquired
REFUSAL                 under this Agreement, or any interest  in  such  Shares,
                        the Company shall have the "Right of First Refusal" with
                        respect to all (and not less than all) of  such  Shares.
                        If you desire to  transfer  Shares  acquired  under this
                        Agreement,  you must give a written "Transfer Notice" to
                        the  Company  describing  fully  the  proposed transfer,
                        including   the  number   of  Shares   proposed  to   be
                        transferred,  the proposed transfer price and  the  name
                        and address  of  the proposed  transferee.  The Transfer
                        Notice shall be signed both by you and by  the  proposed
                        transferee  and  must constitute a binding commitment of
                        both parties  to  the  transfer  of  the  Shares.

                        The  Company  and  its assignees shall have the right to
                        purchase all, and not  less  than  all,  of  the  Shares
                        on the terms described in the Transfer Notice  (subject,
                        however,  to any  change in  such terms permitted in the
                        next paragraph)  by delivery  of a Notice of Exercise of
                        the Right of First Refusal within 30 days after the date
                        when the Transfer Notice was received  by  the  Company.

                        The  Company's  rights  under  this  Subsection shall be
                        freely assignable, in whole  or  in  part.

                        If  the Company fails  to  exercise its  Right of  First
                        Refusal within

                                      -5-
<PAGE>

                        30 days  after  the  date when it  received the Transfer
                        Notice,  you  may,  not  later  than 60  days  following
                        receipt of the Transfer Notice by  the Company, conclude
                        a  transfer  of  the  Shares  subject  to  the  Transfer
                        Notice  on  the terms  and  conditions described  in the
                        Transfer  Notice.  Any  proposed  transfer on terms  and
                        conditions  different  from  those   described  in   the
                        Transfer  Notice,  as  well as any  subsequent  proposed
                        transfer  by you, shall again be subject to the Right of
                        First  Refusal  and  shall  require  compliance with the
                        procedure described  in  the  paragraph  above.  If  the
                        Company  exercises  its Right  of First Refusal, you and
                        the Company (or its assignees) shall consummate the sale
                        of the Shares on the terms  set  forth  in  the Transfer
                        Notice.

                        The Company's Right of First Refusal shall  inure to the
                        Benefit  of  its  successors  and  assigns  and shall be
                        Binding upon  any  transferee  of  the  Shares.

TRANSFER OF             Prior  to your death, only you may exercise this Option.
OPTION                  You cannot transfer or assign this Option. For instance,
                        you may not sell this  Option  or  use  it  as  security
                        for a loan.  If you attempt to do any  of these  things,
                        this  Option  will immediately become invalid.  You may,
                        however, dispose of  this  Option  in  your  will.

                        Regardless of any marital property settlement agreement,
                        the  Company  is  not  obligated  to  honor  a Notice of
                        Exercise from your spouse or former spouse, nor  is  the
                        Company   obligated   to  recognize   such  individual's
                        interest in your Option in  any  other  way.

RETENTION  RIGHTS       This  Agreement  does  not  give  you  the  right  to be
                        retained by the  Company  in  any capacity.  The Company
                        reserves  the right to terminate  your  Service  at  any
                        time  and  for  any  reason.

SHAREHOLDER RIGHTS      Neither  you, nor  your estate or heirs, have any rights
                        As a shareholder of  the Company until a certificate for
                        the Shares  acquired  upon  exercise  of this Option has
                        been issued.  No adjustments are made for  dividends  or
                        other  rights  if  the  applicable  record  date  occurs
                        before  your stock  certificate  is  issued,  except  as
                        described  in  the  Plan.

ADJUSTMENTS             In  the  event  of  a stock split, a stock dividend or a
                        Similar  change  in  the  Company's Stock, the number of
                        Shares covered by this Option and the Exercise Price per
                        share may be adjusted pursuant to the Plan.  Your Option
                        shall be  subject  to  the  terms  of  the  agreement of
                        merger, liquidation or reorganization  in  the event the
                        Company is subject to such corporate activity.

                                      -6-
<PAGE>

LEGENDS                 All  certificates  representing  the  Shares issued upon
                        exercise of this Option  shall, where  applicable,  have
                        endorsed thereon the following legends:

                             "THE  SECURITIES  REPRESENTED  BY  THIS CERTIFICATE
                        ARE  SUBJECT  TO  CERTAIN  RESTRICTIONS  ON TRANSFER AND
                        OPTIONS   TO  PURCHASE  SUCH  SHARES  SET  FORTH  IN  AN
                        AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER,
                        OR SUCH HOLDER'S PREDECESSOR IN INTEREST. SUCH AGREEMENT
                        IMPOSES CERTAIN TRANSFER RESTRICTIONS AND GRANTS CERTAIN
                        REPURCHASE RIGHTS TO THE COMPANY (OR ITS  ASSIGNS)  UPON
                        THE SALE  OF  THE SHARES OR UPON  TERMINATION OF SERVICE
                        WITH THE COMPANY.  A COPY OF SUCH AGREEMENT IS  ON  FILE
                        AT THE  PRINCIPAL OFFICE  OF  THE  COMPANY  AND  WILL BE
                        FURNISHED  UPON WRITTEN  REQUEST TO THE SECRETARY OF THE
                        COMPANY  BY THE HOLDER OF  SHARES  REPRESENTED  BY  THIS
                        CERTIFICATE.

                             THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
                        NOT BEEN REGISTERED  UNDER  THE  SECURITIES ACT OF 1933,
                        OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE  OFFERED
                        AND  SOLD  ONLY  IF REGISTERED AND QUALIFIED PURSUANT TO
                        THE RELEVANT  PROVISIONS OF FEDERAL AND STATE SECURITIES
                        LAWS OR  IF  THE  COMPANY  IS  PROVIDED  AN  OPINION  OF
                        COUNSEL, SATISFACTORY TO THE COMPANY  AND  ITS  COUNSEL,
                        THAT REGISTRATION  AND  QUALIFICATION  UNDER FEDERAL AND
                        STATE SECURITIES LAWS IS NOT REQUIRED."

APPLICABLE  LAW         This  Agreement  will  be interpreted and enforced under
                        The laws of the  State  of  California  (without  regard
                        to  their  choice of law provisions).

THE  PLAN  AND          The text of the Plan is incorporated  in this  Agreement
OTHER AGREEMENTS        by  reference.  Certain  capitalized  terms used in this
                        Agreement are defined  in  the  Plan.

                                      -7-
<PAGE>

                        This  Agreement,  including  its  attachments,  and  the
                        Plan constitute the  entire  understanding  between  you
                        And  the  Company  regarding  this  Option.   Any  prior
                        agreements, commitments or negotiations concerning  this
                        Option  are superseded.


BY  SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND
CONDITIONS  DESCRIBED ABOVE AND IN THE PLAN.  YOU ALSO ACKNOWLEDGE THAT YOU HAVE
READ  SECTION  11,  "PURCHASER'S INVESTMENT REPRESENTATIONS" OF ATTACHMENT A AND
THAT  YOU  CAN  AND  HEREBY DO MAKE THE SAME REPRESENTATIONS WITH RESPECT TO THE
GRANT  OF  THIS  OPTION.

                                      -8-
<PAGE>

THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER
THE  SECURITIES  ACT  OF  1933  OR  THE SECURITIES LAWS OF ANY STATE, AND MAY BE
OFFERED  AND  SOLD  ONLY  IF  REGISTERED  AND QUALIFIED PURSUANT TO THE RELEVANT
PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN
OPINION  OF  COUNSEL  SATISFACTORY  TO  THE  COMPANY  THAT  REGISTRATION  AND
QUALIFICATION  UNDER  FEDERAL  AND  STATE  SECURITIES  LAWS  IS  NOT  REQUIRED.

                                 HELPCITY, INC.
                             2001 STOCK OPTION PLAN

                       NONSTATUTORY STOCK OPTION AGREEMENT

     HelpCity,  Inc. (the "Company"), hereby grants an Option to purchase shares
of  its  common  stock  ("Shares")  to  the Optionee named below.  The terms and
conditions  of  the  Option are set forth in this cover sheet, in the attachment
and  in  the  Company's  2001  Stock  Option  Plan  (the  "Plan").

     HELPCITY,  Inc. (the "Company"), hereby grants an Option to purchase shares
of  its  common  stock  ("Shares")  to  the Optionee named below.  The terms and
conditions  of  the  Option are set forth in this cover sheet, in the attachment
and  in  the  Company's  2001  Stock  Option  Plan  (the  "Plan").

Date of Grant:  _________

Name of Optionee:  _______________________________________

Optionee's Social Security Number:  ______________________

Number of Shares Covered by Option:  _____________________

Exercise Price per Share: $_________

Vesting Start Date:_________

___     Check  here  if  Optionee  is a 10% owner, officer, or director (so that
        exercise  price  must  be  110%  of fair market value and term will  not
        exceed 5 years).

BY  SIGNING  THIS  COVER  SHEET,  YOU  AGREE  TO ALL OF THE TERMS AND CONDITIONS
DESCRIBED  IN  THE  ATTACHED  AGREEMENT AND IN THE PLAN, A COPY OF WHICH IS ALSO
ATTACHED.

Optionee:  ________________________
              (Signature)

Company:  _________________________
             (Signature)

          Title:  _________________

                                      -1-
<PAGE>

THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER
THE  SECURITIES  ACT  OF  1933  OR  THE SECURITIES LAWS OF ANY STATE, AND MAY BE
OFFERED  AND  SOLD  ONLY  IF  REGISTERED  AND QUALIFIED PURSUANT TO THE RELEVANT
PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN
OPINION  OF  COUNSEL  SATISFACTORY  TO  THE  COMPANY  THAT  REGISTRATION  AND
QUALIFICATION  UNDER  FEDERAL  AND  STATE  SECURITIES  LAWS  IS  NOT  REQUIRED.

                                 HELPCITY, INC.

                             2001 STOCK OPTION PLAN
                       NONSTATUTORY STOCK OPTION AGREEMENT

NONSTATUTORY             This  Option  is  intended  to  be an  incentive  stock
STOCK OPTION             option under section 422 of the  Internal Revenue  Code
                         And  will  be interpreted accordingly.

VESTING                  No  Shares  will  vest until you have performed  twelve
                         (12) months  of Service from  the  commencement of your
                         employment with the Company.  You shall have the  right
                         to  exercise the  Option and  purchase from the Company
                         the Shares subject to the following  vesting  schedule:

                         % Vesting        Date of Vesting       Number of Shares

                         _________        _______________       ________________

                         _________        _______________       ________________

                         _________        _______________       ________________

                         _________        _______________       ________________

                         No  additional  Shares will vest after your Service has
                         terminated for any  reason.

TERM                     Your  Option  will  expire  in  any  event at the close
                         of business at  Company  headquarters on the day before
                         the tenth anniversary  (fifth  anniversary  for  a  10%
                         owner,  officer  or director) of the Date of Grant,  as
                         shown on the cover  sheet.  (It  will expire earlier if
                         your Service terminates, as described below.)

REGULAR                  If your Service terminates for any reason except death,
TERMINATION              Disability, or for  "Cause,"  your  Option  will expire
                         at  the  close  of  business  at  Company  headquarters
                         on  the  30th  day after your termination

                                      -2-
<PAGE>

                         date.  During that 30-day period, you may exercise that
                         portion  of  your  Option   that  was  vested  on  your
                         termination  date.

DEATH                    If  you die  while in  Service with  the Company,  your
                         Option will expire at the close  of business at Company
                         headquarters on the date six months after the  date  of
                         death.  During  that  six-month  period, your estate or
                         heirs may exercise  that portion of  your  Option  that
                         was vested on the date of death.

DISABILITY               If your  Service terminates because of your Disability,
                         your  Option will  expire  at  the close of business at
                         Company headquarters on the date six months after  your
                         termination date. During that six-month period, you  ay
                         exercise that portion of your Option that was vested on
                         the date of  your  Disability.

                        "Disability"  means that  you are  unable  to  engage in
                        any   substantial  gainful  activity by  reason  of  any
                        medically determinable physical or mental  impairment.

LEAVES  OF  ABSENCE     For  purposes  of  this  Option,  your  Service does not
                        terminate  when  you go on a bona fide  leave of absence
                        that was approved by the  Company  in  writing,  if  the
                        terms  of  the  leave  provide  for  continued   service
                        crediting,  or  when  continued   service  crediting  is
                        required by applicable law. However,  your  Service will
                        be  treated  as  terminating  30  days  after  you  went
                        on leave,  unless your right to return to active work is
                        guaranteed  by  law or  by  a  contract.   Your  Service
                        terminates  in  any  event  when the approved leave ends
                        unless    you   immediately   return   to   work.    The
                        Company determines which  leaves count for this purpose,
                        and when your Service terminates for all purposes  under
                        the  Plan.  The  Company  also determines  the extent to
                        which  you may  exercise  the  vested  portion  of  your
                        Option  during  a  leave  of  absence.

NOTICE  OF  EXERCISE    When  you wish to exercise this Option, you must execute
                        Appendix A.  Your exercise will be effective when it  is
                        received by  the  Company.  If  someone  else  wants  to
                        exercise  this Option after your death, that person must
                        prove  to  the  Company's  satisfaction  that  he or she
                        is entitled to do so.

FORM OF PAYMENT         When  you submit Appendix A, you must include payment of
                        the Exercise Price for  the  Shares  you are purchasing.
                        Payment  may  b  made in one  (or a combination) of  the
                        following  forms at the

                                      -3-
<PAGE>

                        discretion  of the committee:

                             Your personal check, a cashier's check or  a  money
                             order.

                             Shares  which   you  have   owned  and  which   are
                             Surrendered  to  the  Company.  The  value  of  the
                             Shares, determined as of the effective date  of the
                             Option exercise, will be applied  to  the  Exercise
                             Price.

                             To  the extent that  a public market for the Shares
                             exists as determined by the  Company,  by  delivery
                             (on  a  form  prescribed  by  the  Committee) of an
                             irrevocable  direction  to  a  securities broker to
                             sell Shares and to deliver all  or part of the sale
                             proceeds to the Company in payment of the aggregate
                             Exercise Price.

                             Any  other  form of legal consideration approved by
                             the Committee.

WITHHOLDING             You will not be allowed to exercise  this  Option unless
TAXES                   you make  acceptable arrangements to pay any withholding
                        or other taxes that may be due as a result of the Option
                        exercise or the sale of Shares acquired upon exercise of
                        this  Option.

RESTRICTIONS ON         By  signing  this  Agreement, you agree not  to exercise
RESALE                  this Option or sell any Shares acquired upon exercise of
                        this Option at a time when applicable laws,  regulations
                        or  Company  or  underwriter  trading  policies prohibit
                        exercise or sale.  In particular, the Company shall have
                        the right to designate one or more periods of time, each
                        of  which  shall  not  exceed 180 days in length, during
                        which  this  Option  shall  not  be  exercisable  if the
                        Company determines (in its sole  discretion)  that  such
                        limitation  on  exercise  could in any way facilitate  a
                        lessening of any restriction on transfer pursuant to the
                        Securities Act or any state securities laws with respect
                        to any issuance of securities by the Company, facilitate
                        the  registration  or qualification of any securities by
                        the Company  under  the  Securities  Act  or  any  state
                        securities  laws, or  facilitate the  perfection  of any
                        exemption   from   the   registration  or  qualification
                        requirements  of  the  Securities Act or any  applicable
                        state securities laws for the issuance  or  transfer  of
                        any  securities.  Such limitation on exercise shall  not
                        alter the vesting  schedule  set forth in this Agreement
                        other than to limit the periods during which this Option
                        shall  be  exercisable.

                        Furthermore,  in  respect  of  any  underwritten  public
                        offering  by  the Company,  you  agree that you will not
                        sell or otherwise transfer  or  dispose  of  any  Shares
                        covered  by  this  Option  during  a

                                      -4-
<PAGE>

                        reasonable and customary period of time as agreed  to by
                        the Company and the  underwriters,  not  to  exceed  the
                        greater of (a) 180 days  following  the  effective  date
                        of the registration statement of the Company filed under
                        the  Securities  Act in respect of such offering and (b)
                        such other period of time as  agreed  to  by  holders of
                        a majority of the then  outstanding  Shares.  By signing
                        this Agreement you agree to  execute  and  deliver  such
                        other agreements as may  be  reasonably requested by the
                        Company or the underwriter which are consistent with the
                        foregoing or which are necessary to give  further effect
                        thereto.    The   Company   may   impose   stop-transfer
                        instructions  with  respect to the Shares subject to the
                        foregoing restriction until the end of such  period.

                        If the sale of Shares under  the  Plan is not registered
                        under  the  Securities  Act  of  1933,  as  amended (the
                        "Securities Act"), but an exemption is  available  which

                        requires  an  investment  or  other representation,  you
                        shall  represent  and agree at the time of exercise that
                        the Shares being acquired upon exercise of  this  Option
                        are being acquired for investment,  and  not with a view
                        to the sale or distribution thereof, and shall make such
                        other   representations  as   are  deemed  necessary  or
                        appropriate by the Company  and  its  counsel.

THE COMPANY'S           In  the  event  that  you  propose  to  sell,  pledge or
RIGHT OF FIRST          otherwise transfer to a third party any  Shares acquired
REFUSAL                 under this Agreement, or any interest  in  such  Shares,
                        the Company shall have the "Right of First Refusal" with
                        respect to all (and not less than all) of  such  Shares.
                        If you desire to  transfer  Shares  acquired  under this
                        Agreement,  you must give a written "Transfer Notice" to
                        the  Company  describing  fully  the  proposed transfer,
                        including   the  number   of  Shares   proposed  to   be
                        transferred,  the proposed transfer price and  the  name
                        and address  of  the proposed  transferee.  The Transfer
                        Notice shall be signed both by you and by  the  proposed
                        transferee  and  must constitute a binding commitment of
                        both parties  to  the  transfer  of  the  Shares.

                        The  Company  and  its assignees shall have the right to
                        purchase all, and not  less  than  all,  of  the  Shares
                        on the terms described in the Transfer Notice  (subject,
                        however,  to any  change in  such terms permitted in the
                        next paragraph)  by delivery  of a Notice of Exercise of
                        the Right of First Refusal within 30 days after the date
                        when the Transfer Notice was received  by  the  Company.

                        The  Company's  rights  under  this  Subsection shall be
                        freely assignable, in whole  or  in  part.

                        If  the Company fails  to  exercise its  Right of  First
                        Refusal within

                                      -5-
<PAGE>

                        30 days  after  the  date when it  received the Transfer
                        Notice,  you  may,  not  later  than 60  days  following
                        receipt of the Transfer Notice by  the Company, conclude
                        a  transfer  of  the  Shares  subject  to  the  Transfer
                        Notice  on  the terms  and  conditions described  in the
                        Transfer  Notice.  Any  proposed  transfer on terms  and
                        conditions  different  from  those   described  in   the
                        Transfer  Notice,  as  well as any  subsequent  proposed
                        transfer  by you, shall again be subject to the Right of
                        First  Refusal  and  shall  require  compliance with the
                        procedure described  in  the  paragraph  above.  If  the
                        Company  exercises  its Right  of First Refusal, you and
                        the Company (or its assignees) shall consummate the sale
                        of the Shares on the terms  set  forth  in  the Transfer
                        Notice.

                        The Company's Right of First Refusal shall  inure to the
                        Benefit  of  its  successors  and  assigns  and shall be
                        Binding upon  any  transferee  of  the  Shares.

TRANSFER OF             Prior  to your death, only you may exercise this Option.
OPTION                  You cannot transfer or assign this Option. For instance,
                        you may not sell this  Option  or  use  it  as  security
                        for a loan.  If you attempt to do any  of these  things,
                        this  Option  will immediately become invalid.  You may,
                        however, dispose of  this  Option  in  your  will.

                        Regardless of any marital property settlement agreement,
                        the  Company  is  not  obligated  to  honor  a Notice of
                        Exercise from your spouse or former spouse, nor  is  the
                        Company   obligated   to  recognize   such  individual's
                        interest in your Option in  any  other  way.

RETENTION  RIGHTS       This  Agreement  does  not  give  you  the  right  to be
                        retained by the  Company  in  any capacity.  The Company
                        reserves  the right to terminate  your  Service  at  any
                        time  and  for  any  reason.

SHAREHOLDER RIGHTS      Neither  you, nor  your estate or heirs, have any rights
                        As a shareholder of  the Company until a certificate for
                        the Shares  acquired  upon  exercise  of this Option has
                        been issued.  No adjustments are made for  dividends  or
                        other  rights  if  the  applicable  record  date  occurs
                        before  your stock  certificate  is  issued,  except  as
                        described  in  the  Plan.

ADJUSTMENTS             In  the  event  of  a stock split, a stock dividend or a
                        Similar  change  in  the  Company's Stock, the number of
                        Shares covered by this Option and the Exercise Price per
                        share may be adjusted pursuant to the Plan.  Your Option
                        shall be  subject  to  the  terms  of  the  agreement of
                        merger, liquidation or reorganization  in  the event the
                        Company is subject to such corporate activity.

                                      -6-
<PAGE>

LEGENDS                 All  certificates  representing  the  Shares issued upon
                        exercise of this Option  shall, where  applicable,  have
                        endorsed thereon the following legends:

                             "THE  SECURITIES  REPRESENTED  BY  THIS CERTIFICATE
                        ARE  SUBJECT  TO  CERTAIN  RESTRICTIONS  ON TRANSFER AND
                        OPTIONS   TO  PURCHASE  SUCH  SHARES  SET  FORTH  IN  AN
                        AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER,
                        OR SUCH HOLDER'S PREDECESSOR IN INTEREST. SUCH AGREEMENT
                        IMPOSES CERTAIN TRANSFER RESTRICTIONS AND GRANTS CERTAIN
                        REPURCHASE RIGHTS TO THE COMPANY (OR ITS  ASSIGNS)  UPON
                        THE SALE  OF  THE SHARES OR UPON  TERMINATION OF SERVICE
                        WITH THE COMPANY.  A COPY OF SUCH AGREEMENT IS  ON  FILE
                        AT THE  PRINCIPAL OFFICE  OF  THE  COMPANY  AND  WILL BE
                        FURNISHED  UPON WRITTEN  REQUEST TO THE SECRETARY OF THE
                        COMPANY  BY THE HOLDER OF  SHARES  REPRESENTED  BY  THIS
                        CERTIFICATE.

                             THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
                        NOT BEEN REGISTERED  UNDER  THE  SECURITIES ACT OF 1933,
                        OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE  OFFERED
                        AND  SOLD  ONLY  IF REGISTERED AND QUALIFIED PURSUANT TO
                        THE RELEVANT  PROVISIONS OF FEDERAL AND STATE SECURITIES
                        LAWS OR  IF  THE  COMPANY  IS  PROVIDED  AN  OPINION  OF
                        COUNSEL, SATISFACTORY TO THE COMPANY  AND  ITS  COUNSEL,
                        THAT REGISTRATION  AND  QUALIFICATION  UNDER FEDERAL AND
                        STATE SECURITIES LAWS IS NOT REQUIRED."

APPLICABLE  LAW         This  Agreement  will  be interpreted and enforced under
                        The laws of the  State  of  California  (without  regard
                        to  their  choice of law provisions).

THE  PLAN  AND          The text of the Plan is incorporated  in this  Agreement
OTHER AGREEMENTS        by  reference.  Certain  capitalized  terms used in this
                        Agreement are defined  in  the  Plan.

                                      -7-
<PAGE>

                        This  Agreement  and  the  Plan  constitute  the  entire
                        understanding  between  you and  the  Company  regarding
                        this  Option.   Any  prior  agreements,  commitments  or
                        negotiations concerning  this Option  are superseded.


BY  SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND
CONDITIONS  DESCRIBED ABOVE AND IN THE PLAN.  YOU ALSO ACKNOWLEDGE THAT YOU HAVE
READ  SECTION  11,  "PURCHASER'S INVESTMENT REPRESENTATIONS" OF ATTACHMENT A AND
THAT  YOU  CAN  AND  HEREBY DO MAKE THE SAME REPRESENTATIONS WITH RESPECT TO THE
GRANT  OF  THIS  OPTION.

                                      -8-
<PAGE>

                                   APPENDIX A

                                  HELPCITY, INC.


             Notice of Exercise and Common Stock Purchase Agreement

     THIS  AGREEMENT  is  dated  as of ___________, ____, between HelpCity, Inc.
(the  "Company"),  and  _________________  ("Purchaser").

                              W I T N E S S E T H:

     WHEREAS,  the  Company  and  Purchaser  are  parties  to  that  certain ___
Incentive  ___ Nonstatutory Stock Option Agreement dated as of ___________, ____
(the  "Option  Agreement")  pursuant  to  which  the  Purchaser has the right to
purchase  up  to  ______  shares  of  the  Company's  common  stock (the "Option
Shares");  and

     WHEREAS,  the  Option  is exercisable with respect to certain of the Option
Shares as  of  the  date  hereof;  and

     WHEREAS,  pursuant  to  the Option Agreement, Purchaser desires to purchase
Shares of the Company as herein described, on the terms and conditions set forth
in this Agreement, the Option Agreement and the HelpCity, Inc. 2001 Stock Option
Plan (the "Plan").  Certain capitalized terms used in this Agreement are defined
in  the  Plan.

     NOW,  THEREFORE,  it  is  agreed  between  the  parties  as  follows:

SECTION  1:  PURCHASE  OF  SHARES.

     (a)     Pursuant  to  the  terms  of the Option Agreement, Purchaser hereby
agrees  to purchase from the Company and the Company agrees to sell and issue to
Purchaser  _________  shares of the Company's common stock (the "Stock") for the
Exercise  Price  per share specified in the Option Agreement payable by personal
check,  cashier's check or money order, if permitted by the Option Agreement, as
follows:  _______________________________.  Payment  shall  be  delivered at the
Closing,  as  such  term  is  hereinafter  defined.

     (b)     The closing hereunder (the "Closing") shall occur at the offices of
the Company on __________  ____,  20__  or such other  time  and place as may be
designated  by  the  Company  (the  "Closing  Date").

SECTION  2:  THE  COMPANY'S  RIGHT  OF  FIRST  REFUSAL.

     Before  any shares of Stock registered in the name of Purchaser may be sold
or  transferred,  such shares shall first be offered to the Company as set forth
in  the  Option  Agreement.

                                      -1-
<PAGE>

SECTION  3:  PURCHASER'S  RIGHTS  AFTER  EXERCISE  OF  RIGHT  OF  FIRST REFUSAL.

     If the Company makes available, at the time and place and in the amount and
form  provided  in  this  Agreement,  the  consideration  for  the  Stock  to be
repurchased  in  accordance with the provisions of Sections 2 of this Agreement,
then  from  and  after  such  time  the  person  from whom such shares are to be
repurchased  shall  no  longer have any rights as a holder of such shares (other
than  the right to receive payment of such consideration in accordance with this
Agreement).  Such  shares shall be deemed to have been repurchased in accordance
with  the  applicable  provisions  hereof,  whether  or  not  the certificate(s)
therefor  have  been  delivered  as  required  by  this  Agreement.

SECTION  4:  LEGEND  OF  SHARES.

     All  certificates  representing  the  Stock  purchased under this Agreement
shall,  where  applicable,  have  endorsed  thereon the legends set forth in the
Option  Agreement  and any other legends required by applicable securities laws.

SECTION  5:  PURCHASER'S  INVESTMENT  REPRESENTATIONS.

     (a)     This  Agreement is made with Purchaser in reliance upon Purchaser's
representation  to the Company, which by Purchaser's acceptance hereof Purchaser
confirms,  that  the  Stock  which  Purchaser will receive will be acquired with
Purchaser's  own  funds  for investment for an indefinite period for Purchaser's
own  account,  not  as  a  nominee  or agent, and not with a view to the sale or
distribution of any part thereof, and that Purchaser has no present intention of
selling,  granting  participation  in,  or  otherwise distributing the same, but
subject,  nevertheless,  to  any  requirement  of  law  that  the disposition of
Purchaser's  property  shall  at  all  times  be within Purchaser's control.  By
executing  this  Agreement, Purchaser further represents that Purchaser does not
have any contract, understanding or agreement with any person to sell, transfer,
or  grant  participation, to such person or to any third person, with respect to
any  of  the  Stock.

     (b)     Purchaser  understands  that  the  Stock  will not be registered or
qualified  under  federal  or state  securities laws on the ground that the sale
provided  for  in  this Agreement  is  exempt from registration or qualification
under federal or state  securities  laws  and  that  the  Company's reliance  on
such exemption is predicated  on  Purchaser's  representations set forth herein.

     (c)     Purchaser agrees that in no event will Purchaser make a disposition
of  any  of  the  Stock,  unless and until (i) Purchaser shall have notified the
Company of the proposed disposition and shall have furnished the  Company with a
statement  of  the  circumstances  surrounding the proposed disposition and (ii)
Purchaser  shall  have  furnished  the  Company  with  an   opinion  of  counsel
satisfactory  to  the  Company  to the effect that (A) such disposition will not
require  registration  or  qualification  of  such  Stock under federal or state
securities  laws  or  (B)  appropriate  action necessary for compliance with the
federal  or state securities laws has been taken or (iii) the Company shall have
waived,  expressly and in writing, its rights under clauses (i) and (ii) of this
section.

                                      -2-
<PAGE>

     (d)     With  respect  to a transaction occurring prior to such date as the
Plan and Stock thereunder are covered by  a  valid  Form  S-8 or similar federal
registration  statement,  this  subsection shall apply unless the transaction is
covered  by the exemption in California Corporations Code  25102(o) or a similar
broad  based  exemption.  In connection with the investment representations made
herein,  Purchaser  represents  that  Purchaser  is  able to fend for himself or
herself  in  the transactions contemplated by this Agreement, has such knowledge
and  experience in financial and business matters as to be capable of evaluating
the  merits  and  risks  of  Purchaser's investment, has the ability to bear the
economic risks of Purchaser's investment and has been furnished with and has had
access  to  such  information  as  would  be  made  available  in  the form of a
registration statement together with such additional information as is necessary
to  verify  the  accuracy  of the information supplied and to have all questions
answered  by  the  Company.

     (e)     Purchaser  understands  that  if the Company does not register with
the Securities and Exchange Commission pursuant  to Section 12 of the Securities
Exchange  Act  of  1934,  as  amended  (the "Exchange Act") or if a registration
statement  covering  the  Stock  (or  a  filing  pursuant  to the exemption from
registration  under  Regulation  A  of  the  Securities  Act  of 1933) under the
Securities  Act  of  1933  is  not  in effect when Purchaser desires to sell the
Stock,  Purchaser may be required to hold the Stock for an indeterminate period.
Purchaser  also  acknowledges  that  Purchaser  understands that any sale of the
Stock  which  might  be  made  by  Purchaser in reliance upon Rule 144 under the
Securities  Act  of  1933 may be made only in limited amounts in accordance with
the  terms  and  conditions  of  that  Rule.

SECTION  6:  ASSISTANCE  TO  PURCHASER  UNDER  RULE  144.

     The  Company  covenants  and  agrees  that  (a) at all times after it first
becomes  subject  to  the  reporting  requirements of Section 13 or 15(d) of the
Exchange  Act,  it  will  use its best efforts to comply with the current public
information requirements of Rule 144(c)(1) under the Securities Act of 1933, and
that  if  prior  to  becoming  subject  to  such  reporting  requirements  an
over-the-counter  market develops for the Stock, it will make publicly available
the  information required by Rule 144(c)(2); (b) it will furnish Purchaser, upon
request,  with  all  information required for the preparation and filing of Form
144;  and (c) it will on a timely basis use its best efforts to file all reports
required  to  be  filed  and  make  all  disclosures,  including  disclosures of
materially  adverse  information,  required  to  permit  Purchaser  to  make the
required  representations  in  Form  144.

SECTION  7:  NO  DUTY  TO  TRANSFER  IN  VIOLATION  HEREUNDER.

     The  Company  shall not be required (a) to transfer on its books any shares
of  Stock  of the Company which shall have been sold or transferred in violation
of any of the provisions set forth in this Agreement or (b) to treat as owner of
such  shares or to accord the right to vote as such owner or to pay dividends to
any  transferee  to  whom  such  shares  shall  have  been  so  transferred.

SECTION  8:  RIGHTS  OF  PURCHASER.

     Except  as  otherwise  provided herein, Purchaser shall, during the term of
this  Agreement,  exercise  all  rights  and  privileges of a stockholder of the
Company  with  respect  to  the  Stock.

                                      -3-
<PAGE>

SECTION  9:  OTHER  NECESSARY  ACTIONS.

     The  parties  agree  to  execute  such further instruments and to take such
further  action  as  may reasonably be necessary to carry out the intent of this
Agreement.

SECTION  10:  NOTICE.

     Any  notice  required  or permitted hereunder shall be given in writing and
shall  be  deemed  effectively  given  upon  the  earliest of personal delivery,
receipt or the third full day following deposit in the United States Post Office
with  postage  and  fees  prepaid,  addressed  to  the other party hereto at the
address  last  known  or at such other address as such party may designate by 10
days'  advance  written  notice  to  the  other  party  hereto.

SECTION  11:  SUCCESSORS  AND  ASSIGNS.

     This  Agreement shall inure to the benefit of the successors and assigns of
the  Company  and,  subject to the restrictions on transfer herein set forth, be
binding  upon  Purchaser  and  Purchaser's  heirs,  executors,  administrators,
successors  and assigns.  The failure of the Company in any instance to exercise
the  rights of first offer described herein shall not constitute a waiver of any
other  right  of first offer that may subsequently arise under the provisions of
this Agreement.  No waiver of any breach or condition of this Agreement shall be
deemed to be a waiver of any other or subsequent breach or condition, whether of
a  like  or  different  nature.

SECTION  12:  APPLICABLE  LAW.

     This  Agreement shall be governed by, and construed in accordance with, the
laws  of  the State of California, as such laws are applied to contracts entered
into  and  performed  in  such  state.

SECTION  13:  NO  STATE  QUALIFICATION.

     THE  SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT
BEEN  QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA
AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE
CONSIDERATION  THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE
OF  SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102 OR 25105
OF  THE  CALIFORNIA  CORPORATIONS  CODE.  THE  RIGHTS  OF  ALL  PARTIES  TO THIS
AGREEMENT  ARE  EXPRESSLY  CONDITIONED  UPON  SUCH QUALIFICATION BEING OBTAINED,
UNLESS  THE  SALE  IS  SO  EXEMPT.

SECTION  14:  NO  ORAL  MODIFICATION.

     No modification of this Agreement shall be valid unless made in writing and
signed  by  the  parties  hereto.

                                      -4-
<PAGE>

SECTION  15:  ENTIRE  AGREEMENT.

     This  Agreement and the Option Agreement constitute the entire complete and
final  agreement  between  the  parties hereto with regard to the subject matter
hereof.

     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement as of
the  day  and  year  first  above  written.


HELPCITY,  INC.                             PURCHASER


By  _________________________               _____________________________

                                      -5-
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                                   APPENDIX B

                   ACKNOWLEDGMENT OF AND AGREEMENT TO BE BOUND

        BY THE NOTICE OF EXERCISE AND COMMON STOCK PURCHASE AGREEMENT OF

                                 HELPCITY, INC.

     The  undersigned,  as  transferee  of  shares  of  HELPCITY,  INC.,  hereby

acknowledges  that  he  or  she has read and reviewed the terms of the Notice of

Exercise and Common Stock Purchase Agreement of HELPCITY, INC. and hereby agrees

to  be  bound  by  the  terms  and conditions thereof, as if the undersigned had

executed  said  Agreement  as  an  original  party  thereto.


Dated:  ____________________,  ____.


By  ___________________________

                                      -1-
<PAGE>

                                   APPENDIX C

                      ASSIGNMENT SEPARATE FROM CERTIFICATE

     FOR  VALUE RECEIVED _________________________________ hereby sells, assigns

and transfers unto _________________________ ________________________ (________)

shares  of  the  Common  Stock  of  HELPCITY,  INC. (the "Company"), standing in

__________  name  on  the  books  of  the Company represented by Certificate No.

___________  herewith  and  hereby  irrevocably  constitutes  and  appoints

________________  Attorney  to  transfer  said stock on the books of the Company

with  full  power  of  substitution  in  the  premises.


Dated:  ____________________,  ____.


                                      -1-
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