EXHIBIT 10.21


                             WESERVEHOMES.COM, INC.
                      2000 STOCK OPTION/STOCK ISSUANCE PLAN


                     (as amended through December 13, 2000)


                                   Article One

                               GENERAL PROVISIONS


I.       PURPOSE OF THE PLAN

                  This 2000 Stock  Option/Stock  Issuance  Plan is  intended  to
promote the  interests of  WeServeHomes.com,  Inc., a Delaware  corporation,  by
providing  eligible  persons in the  Corporation's  employ or  service  with the
opportunity  to acquire a  proprietary  interest,  or otherwise  increase  their
proprietary interest, in the Corporation as an incentive for them to continue in
such employ or service.

                  Capitalized  terms  shall have the  meanings  assigned to such
terms in the attached Appendix.

II.      STRUCTURE OF THE PLAN

A.       The Plan shall be divided into two (2) separate equity programs:

(i)      the Option  Grant  Program  under which  eligible  persons  may, at the
         discretion of the Plan  Administrator,  be granted  options to purchase
         shares of Common Stock, and

(ii)     the Stock  Issuance  Program under which  eligible  persons may, at the
         discretion of the Plan Administrator,  be issued shares of Common Stock
         directly,  either through the immediate purchase of such shares or as a
         bonus  for  services   rendered  the  Corporation  (or  any  Parent  or
         Subsidiary).

B.       The provisions of Articles One and Four shall apply to both equity
programs under the Plan and shall accordingly govern the interests of all
persons under the Plan.

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III.     ADMINISTRATION OF THE PLAN

A.  The  Plan  shall  be  administered  by  the  Board.   However,  any  or  all
administrative  functions otherwise exercisable by the Board may be delegated to
the Committee.  Members of the Committee  shall serve for such period of time as
the Board may  determine  and shall be  subject  to  removal by the Board at any
time.  The Board may also at any time  terminate  the functions of the Committee
and reassume all powers and authority previously delegated to the Committee.

B. Plan  Administrator  shall  have full  power and  authority  (subject  to the
provisions of the Plan) to establish  such rules and  regulations as it may deem
appropriate   for   proper   administration   of  the  Plan  and  to  make  such
determinations  under,  and  issue  such  interpretations  of,  the Plan and any
outstanding  options or stock  issuances  thereunder as it may deem necessary or
advisable. Decisions of the Plan Administrator shall be final and binding on all
parties  who have an  interest  in the  Plan or any  option  or  stock  issuance
thereunder.

IV.      ELIGIBILITY

A.       The persons eligible to participate in the Plan are as follows:

(i)      Employees,

(ii)     non-employee  members of the Board or the non-employee  members of the
         board of directors of any Parent or Subsidiary, and

(iii)    consultants and other independent  advisors who provide services to the
         Corporation (or any Parent or Subsidiary).

B. The Plan  Administrator  shall have full  authority  to  determine,  (i) with
respect  to the  grants  made under the Option  Grant  Program,  which  eligible
persons are to receive the option  grants,  the time or times when those  grants
are to be made,  the  number of shares to be  covered  by each such  grant,  the
status of the granted  option as either an Incentive  Option or a  Non-Statutory
Option, the time or times when each option is to become exercisable, the vesting
schedule (if any) applicable to the option shares and the maximum term for which
the option is to remain  outstanding  and (ii) with  respect to stock  issuances
made under the Stock Issuance  Program,  which  eligible  persons are to receive
stock  issuances,  the time or times when those  issuances  are to be made,  the
number of shares to be issued to each Participant, the vesting schedule (if any)
applicable  to the  issued  shares  and  the  consideration  to be  paid  by the
Participant for such shares.

C. The Plan  Administrator  shall have the absolute  discretion  either to grant
options in accordance with the Option Grant Program or to effect stock issuances
in accordance with the Stock Issuance Program.

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V.       STOCK SUBJECT TO THE PLAN

A. The stock  issuable under the Plan shall be shares of authorized but unissued
or reacquired  Common Stock.  The maximum number of shares of Common Stock which
may be issued over the term of the Plan shall not exceed 19,800,000 shares.

B. Shares of Common Stock subject to outstanding  options shall be available for
subsequent  issuance  under the Plan to the  extent  (i) the  options  expire or
terminate  for any reason  prior to  exercise  in full or (ii) the  options  are
cancelled in accordance with the cancellation-regrant provisions of Article Two.
Unvested  shares  issued  under  the Plan and  subsequently  repurchased  by the
Corporation,  at the  option  exercise  or direct  issue  price  paid per share,
pursuant to the  Corporation's  repurchase  rights under the Plan shall be added
back to the number of shares of Common Stock  reserved  for  issuance  under the
Plan and shall  accordingly  be  available  for  reissuance  through one or more
subsequent option grants or direct stock issuances under the Plan.

C. Should any change be made to the Common  Stock by reason of any stock  split,
stock dividend,  recapitalization,  combination of shares, exchange of shares or
other change  affecting  the  outstanding  Common  Stock as a class  without the
Corporation's receipt of consideration, appropriate adjustments shall be made to
(i) the maximum  number and/or class of securities  issuable  under the Plan and
(ii) the number and/or class of securities  and the exercise  price per share in
effect  under  each  outstanding  option in order to  prevent  the  dilution  or
enlargement  of benefits  thereunder.  The  adjustments  determined  by the Plan
Administrator shall be final, binding and conclusive. In no event shall any such
adjustments be made in connection with the conversion of one or more outstanding
shares of the Corporation's preferred stock into shares of Common Stock.

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                                  Article Two


                              OPTION GRANT PROGRAM

I.       OPTION TERMS

                  Each option shall be evidenced by one or more documents in the
form  approved  by the Plan  Administrator;  provided,  however,  that each such
document shall comply with the terms specified below.  Each document  evidencing
an Incentive Option shall, in addition, be subject to the provisions of the Plan
applicable to such options.

A.       Exercise Price.

1. The exercise price per share shall be fixed by the Plan Administrator and may
be less than, equal to or greater than the Fair Market Value per share of Common
Stock on the option grant date.

2. The exercise price shall become  immediately  due upon exercise of the option
and shall,  subject  to the  provisions  of  Section I of  Article  Four and the
documents evidencing the option, be payable in cash or check made payable to the
Corporation.  Should the Common Stock be registered under Section 12 of the 1934
Act at the time the option is  exercised,  then the  exercise  price may also be
paid as follows:

(i)      in shares of Common Stock held for the  requisite  period  necessary to
         avoid a charge to the  Corporation's  earnings for financial  reporting
         purposes and valued at Fair Market Value on the Exercise Date, or

(ii) to the extent the option is exercised for vested shares,  through a special
     sale  and  remittance  procedure  pursuant  to  which  the  Optionee  shall
     concurrently     provide     irrevocable     instructions    (a)    to    a
     Corporation-designated  brokerage  firm to effect the immediate sale of the
     purchased  shares and remit to the  Corporation,  out of the sale  proceeds
     available on the settlement  date,  sufficient funds to cover the aggregate
     exercise  price  payable  for the  purchased  shares  plus  all  applicable
     Federal,  state  and local  income  and  employment  taxes  required  to be
     withheld  by the  Corporation  by  reason of such  exercise  and (b) to the
     Corporation to deliver the  certificates  for the purchased shares directly
     to such brokerage firm in order to complete the sale.

                  Except to the extent  such sale and  remittance  procedure  is
utilized, payment of the exercise price for the purchased shares must be made on
the Exercise Date.

B. Exercise and Term of Options.  Each option shall be  exercisable at such time
or  times,  during  such  period  and for  such  number  of  shares  as shall be
determined by the

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Plan  Administrator and set forth in the documents  evidencing the option grant.
However,  no option  shall have a term in excess of ten (10) years measured from
the option grant date.

C.       Effect of Termination of Service.


1.       The  following  provisions  shall  govern the  exercise of any options
held by the Optionee at the time of cessation of Service or death:

(i)      Should the  Optionee  cease to remain in Service  for any reason  other
         than death, Permanent Disability or Misconduct, then the Optionee shall
         have a period of three (3) months  following the date of such cessation
         of Service  during which to exercise  each  outstanding  option held by
         such Optionee.

(ii)     Should Optionee's Service terminate by reason of Permanent  Disability,
         then the Optionee  shall have a period of twelve (12) months  following
         the date of such  cessation of Service  during  which to exercise  each
         outstanding option held by such Optionee.

(iii)    If the Optionee  dies while  holding an  outstanding  option,  then the
         personal  representative  of his or her estate or the person or persons
         to whom the option is transferred  pursuant to the  Optionee's  will or
         the laws of inheritance shall have a twelve (12)-month period following
         the date of the Optionee's death to exercise such option.

(iv)     Under no circumstances,  however,  shall any such option be exercisable
         after the specified expiration of the option term.

(v)  During the applicable  post-Service  exercise period, the option may not be
     exercised in the  aggregate  for more than the number of vested  shares for
     which the option is exercisable on the date of the Optionee's  cessation of
     Service.  Upon the  expiration  of the  applicable  exercise  period or (if
     earlier) upon the expiration of the option term, the option shall terminate
     and cease to be outstanding  for any vested shares for which the option has
     not  been  exercised.  However,  the  option  shall,  immediately  upon the
     Optionee's cessation of Service, terminate and cease to be outstanding with
     respect to any and all option  shares for which the option is not otherwise
     at the time  exercisable  or in which the Optionee is not otherwise at that
     time vested.

(vi)     Should  Optionee's  Service  be  terminated  for  Misconduct,  then all
         outstanding  options held by the Optionee shall  terminate  immediately
         and cease to remain outstanding.

2. The Plan Administrator  shall have the discretion,  exercisable either at the
time an option is granted or at any time while the option  remains  outstanding,
to:

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(i)      extend the period of time for which the option is to remain exercisable
         following the Optionee's cessation of Service or death from the limited
         period  otherwise in effect for that option to such  greater  period of
         time as the Plan Administrator shall deem appropriate,  but in no event
         beyond the expiration of the option term, and/or

(ii)     permit the option to be exercised,  during the applicable  post-Service
         exercise  period,  not only with respect to the number of vested shares
         of Common Stock for which such option is exercisable at the time of the
         Optionee's  cessation  of Service but also with  respect to one or more
         additional  installments  in which the Optionee would have vested under
         the option had the Optionee continued in Service.

D. Stockholder  Rights. The holder of an option shall have no stockholder rights
with  respect to the shares  subject to the option  until such person shall have
exercised the option, paid the exercise price and become the recordholder of the
purchased shares.

E. Repurchase Rights. The Plan Administrator  shall have the discretion to grant
options which are exercisable  for unvested  shares of Common Stock.  Should the
Optionee cease Service while holding such unvested shares, the Corporation shall
have the right to repurchase,  at the exercise price paid per share,  any or all
of those unvested  shares.  The terms upon which such repurchase  right shall be
exercisable (including the period and procedure for exercise and the appropriate
vesting  schedule for the  purchased  shares) shall be  established  by the Plan
Administrator and set forth in the document evidencing such repurchase right.

F. First Refusal Rights. Until such time as the Common Stock is first registered
under Section 12 of the 1934 Act, the Corporation  shall have the right of first
refusal  with  respect  to any  proposed  disposition  by the  Optionee  (or any
successor  in  interest)  of any shares of Common  Stock issued under the Option
Grant  Program.  Such right of first refusal shall be  exercisable in accordance
with the  terms  established  by the  Plan  Administrator  and set  forth in the
document evidencing such right.

G. Limited  Transferability  of Options.  During the  lifetime of the  Optionee,
Incentive  Options  shall be  exercisable  only by the Optionee and shall not be
assignable  or  transferable  other than by will or by the laws of  descent  and
distribution  following the  Optionee's  death.  Non-Statutory  Options shall be
subject to the same restrictions, except that a Non-Statutory Option may, to the
extent  permitted  by the Plan  Administrator,  be  assigned in whole or in part
during  the  Optionee's  lifetime  (i) as a gift to one or more  members  of the
Optionee's  immediate  family,  to a trust in which Optionee  and/or one or more
such  family  members  hold  more than  fifty  percent  (50%) of the  beneficial
interest  or to an entity in which more than fifty  percent  (50%) of the voting
interests  are owned by one or more such  family  members or (ii)  pursuant to a
domestic  relations order. The terms applicable to the assigned portion shall be
the same as those in effect for the option  immediately prior to such assignment
and shall be set forth in such  documents  issued  to the  assignee  as the Plan
Administrator may deem appropriate.

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H. Withholding.  The Corporation's  obligation to deliver shares of Common Stock
upon the exercise of any options  granted under the Plan shall be subject to the
satisfaction  of all applicable  Federal,  state and local income and employment
tax withholding requirements.

II.      INCENTIVE OPTIONS

                  The terms specified below shall be applicable to all Incentive
Options.  Except as  modified  by the  provisions  of this  Section  II, all the
provisions  of  Articles  One,  Two and Four shall be  applicable  to  Incentive
Options.  Options which are  specifically  designated as  Non-Statutory  Options
shall not be subject to the terms of this Section II.

A.       Eligibility.  Incentive Options may only be granted to Employees.

B.       Exercise Price.  The exercise price per share shall not be less than
one hundred percent (100%) of the Fair Market Value per share of Common Stock on
the option grant date.

C. Dollar  Limitation.  The aggregate  Fair Market Value of the shares of Common
Stock  (determined as of the respective date or dates of grant) for which one or
more options granted to any Employee under the Plan (or any other option plan of
the  Corporation  or any Parent or  Subsidiary)  may for the first  time  become
exercisable  as Incentive  Options  during any one (1)  calendar  year shall not
exceed the sum of One Hundred  Thousand  Dollars  ($100,000).  To the extent the
Employee  holds two (2) or more such options  which become  exercisable  for the
first  time  in  the  same  calendar  year,  the  foregoing  limitation  on  the
exercisability  of such  options as  Incentive  Options  shall be applied on the
basis of the order in which such options are granted.

D. 10% Stockholder.  If any Employee to whom an Incentive Option is granted is a
10%  Stockholder,  then the exercise  price per share shall not be less than one
hundred ten percent (110%) of the Fair Market Value per share of Common Stock on
the  option  grant date and the  option  term  shall not  exceed  five (5) years
measured from the option grant date.

III.     CORPORATE TRANSACTION

A. The shares subject to each option outstanding under the Plan at the time of a
Corporate  Transaction shall automatically vest in full so that each such option
shall,  immediately  prior to the effective  date of the Corporate  Transaction,
become  fully  exercisable  for all of the  shares of  Common  Stock at the time
subject to that option and may be  exercised  for any or all of those  shares as
fully-vested  shares  of  Common  Stock.  However,  the  shares  subject  to  an
outstanding  option  shall not vest on such an  accelerated  basis if and to the
extent:  (i) such  option is assumed  by the  successor  corporation  (or parent
thereof) in the Corporate  Transaction and the  Corporation's  repurchase rights
with respect to the unvested  option  shares are  concurrently  assigned to such
successor  corporation (or parent thereof) or (ii) such option is to be replaced
with a cash incentive  program of the successor  corporation which preserves the
spread

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existing  on the  unvested  option  shares at the time of the  Corporate
Transaction  and  provides for  subsequent  payout in  accordance  with the same
vesting  schedule  applicable  to those  unvested  option  shares  or (iii)  the
acceleration of such option is subject to other limitations  imposed by the Plan
Administrator at the time of the option grant.

B. All outstanding repurchase rights shall also terminate automatically, and the
shares of Common Stock subject to those terminated rights shall immediately vest
in full, in the event of any Corporate  Transaction,  except to the extent:  (i)
those  repurchase  rights are assigned to the successor  corporation  (or parent
thereof) in connection with such Corporate  Transaction or (ii) such accelerated
vesting is precluded by other limitations  imposed by the Plan  Administrator at
the time the repurchase right is issued.

C.  Immediately  following the  consummation of the Corporate  Transaction,  all
outstanding  options shall terminate and cease to be outstanding,  except to the
extent assumed by the successor corporation (or parent thereof).

D. Each option which is assumed in connection with a Corporate Transaction shall
be appropriately  adjusted,  immediately  after such Corporate  Transaction,  to
apply to the number and class of  securities  which would have been  issuable to
the Optionee in consummation of such Corporate Transaction,  had the option been
exercised   immediately  prior  to  such  Corporate   Transaction.   Appropriate
adjustments  shall  also be  made to (i) the  number  and  class  of  securities
available  for  issuance  under  the Plan  following  the  consummation  of such
Corporate  Transaction  and (ii) the exercise price payable per share under each
outstanding  option,  provided the  aggregate  exercise  price  payable for such
securities shall remain the same.

E. The Plan Administrator  shall have the discretion,  exercisable either at the
time the option is granted or at any time while the option remains  outstanding,
to provide for the automatic  acceleration  (in whole or in part) of one or more
outstanding  options  (and  the  immediate   termination  of  the  Corporation's
repurchase  rights with respect to the shares subject to those options) upon the
occurrence  of a Corporate  Transaction,  whether or not those options are to be
assumed in the Corporate Transaction.

F. The Plan Administrator shall also have full power and authority,  exercisable
either at the time the option is granted or at any time while the option remains
outstanding,  to structure such option so that the shares subject to that option
will  automatically  vest on an accelerated basis should the Optionee's  Service
terminate by reason of an  Involuntary  Termination  within a designated  period
(not to  exceed  eighteen  (18)  months)  following  the  effective  date of any
Corporate  Transaction in which the option is assumed and the repurchase  rights
applicable to those shares do not otherwise terminate. Any option so accelerated
shall remain exercisable for the fully-vested option shares until the earlier of
(i) the expiration of the option term or (ii) the expiration of the one (1)-year
period  measured  from the effective  date of the  Involuntary  Termination.  In
addition,   the  Plan  Administrator  may  provide  that  one  or  more  of  the
Corporation's  outstanding  repurchase rights with respect to shares held by the
Optionee at the time of such Involuntary Termination shall immediately terminate
on an accelerated basis, and the shares subject to those terminated rights shall
accordingly vest at that time.

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G.  The  portion  of any  Incentive  Option  accelerated  in  connection  with a
Corporate  Transaction  shall remain  exercisable as an Incentive Option only to
the  extent  the  applicable  One  Hundred  Thousand  Dollar  limitation  is not
exceeded.  To the extent such dollar  limitation  is exceeded,  the  accelerated
portion of such option shall be exercisable as a Non-Statutory  Option under the
Federal tax laws.

H. The grant of  options  under the Plan shall in no way affect the right of the
Corporation to adjust, reclassify, reorganize or otherwise change its capital or
business  structure  or to merge,  consolidate,  dissolve,  liquidate or sell or
transfer all or any part of its business or assets.

IV.      CANCELLATION AND REGRANT OF OPTIONS

                  The Plan Administrator  shall have the authority to effect, at
any time and from time to time, with the consent of the affected option holders,
the  cancellation  of any or all  outstanding  options  under the  Option  Grant
Program and to grant in substitution  new options covering the same or different
number of shares of Common  Stock but with an exercise  price per share based on
the Fair Market Value per share of Common Stock on the new grant date.

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                                 Article Three

                             STOCK ISSUANCE PROGRAM


I.       STOCK ISSUANCE TERMS



                  Shares of Common Stock may be issued under the Stock  Issuance
Program through direct and immediate  issuances  without any intervening  option
grants.  Each  such  stock  issuance  shall  be  evidenced  by a Stock  Issuance
Agreement which complies with the terms specified below.

A.       Purchase Price.


1. The purchase price per share shall be fixed by the Plan Administrator and may
be less than, equal to or greater than the Fair Market Value per share of Common
Stock on the issue date.

2.  Subject to the  provisions  of Section I of Article  Four,  shares of Common
Stock may be issued under the Stock  Issuance  Program for any of the  following
items of consideration which the Plan Administrator may deem appropriate in each
individual instance:

(i)      cash or check made payable to the Corporation, or

(ii)    past services rendered to the Corporation (or any Parent or Subsidiary).

B.       Vesting Provisions.


1. Shares of Common Stock issued  under the Stock  Issuance  Program may, in the
discretion  of the Plan  Administrator,  be fully and  immediately  vested  upon
issuance or may vest in one or more installments  over the Participant's  period
of Service or upon attainment of specified performance objectives.

2. Any new,  substituted or additional  securities or other property  (including
money paid other than as a regular cash dividend) which the Participant may have
the right to receive with respect to the Participant's unvested shares of Common
Stock  by  reason  of  any  stock  dividend,   stock  split,   recapitalization,
combination  of  shares,  exchange  of  shares  or other  change  affecting  the
outstanding  Common  Stock  as a class  without  the  Corporation's  receipt  of
consideration  shall be  issued  subject  to (i) the same  vesting  requirements
applicable to the  Participant's  unvested  shares of Common Stock and (ii) such
escrow arrangements as the Plan Administrator shall deem appropriate.

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3. The Participant shall have full stockholder rights with respect to any shares
of Common  Stock issued to the  Participant  under the Stock  Issuance  Program,
whether  or  not  the   Participant's   interest  in  those  shares  is  vested.
Accordingly,  the  Participant  shall have the right to vote such  shares and to
receive any regular cash dividends paid on such shares.

4. Should the  Participant  cease to remain in Service while holding one or more
unvested  shares of Common  Stock  issued  under the Stock  Issuance  Program or
should the  performance  objectives  not be attained with respect to one or more
such  unvested  shares of Common Stock,  then those shares shall be  immediately
surrendered to the Corporation for cancellation,  and the Participant shall have
no further  stockholder  rights with respect to those shares.  To the extent the
surrendered  shares were previously  issued to the Participant for consideration
paid in cash or cash  equivalent  (including  the  Participant's  purchase-money
indebtedness),   the  Corporation  shall  repay  to  the  Participant  the  cash
consideration  paid for the  surrendered  shares  and shall  cancel  the  unpaid
principal  balance of any  outstanding  purchase-money  note of the  Participant
attributable to the surrendered shares.

5.  The  Plan  Administrator  may in its  discretion  waive  the  surrender  and
cancellation  of one or more  unvested  shares of Common  Stock (or other assets
attributable thereto) which would otherwise occur upon the non-completion of the
vesting  schedule  applicable  to such  shares.  Such waiver shall result in the
immediate vesting of the Participant's interest in the shares of Common Stock as
to which the waiver  applies.  Such waiver may be effected at any time,  whether
before or after the  Participant's  cessation  of Service or the  attainment  or
non-attainment of the applicable performance objectives.

C. First Refusal Rights. Until such time as the Common Stock is first registered
under Section 12 of the 1934 Act, the Corporation  shall have the right of first
refusal with  respect to any proposed  disposition  by the  Participant  (or any
successor  in  interest)  of any shares of Common  Stock  issued under the Stock
Issuance Program. Such right of first refusal shall be exercisable in accordance
with the  terms  established  by the  Plan  Administrator  and set  forth in the
document evidencing such right.

II.      CORPORATE TRANSACTION

A. All of the  outstanding  repurchase  rights under the Stock Issuance  Program
shall  terminate  automatically,  and all the shares of Common Stock  subject to
those  terminated  rights shall  immediately  vest in full,  in the event of any
Corporate  Transaction,  except to the extent:  (i) those repurchase  rights are
assigned to the successor  corporation  (or parent  thereof) in connection  with
such  Corporate  Transaction  or (ii) such  accelerated  vesting is precluded by
other limitations  imposed by the Plan  Administrator at the time the repurchase
right is issued.

B. The Plan Administrator  shall have the discretionary  authority,  exercisable
either  at the time the  unvested  shares  are  issued  or any  time  while  the
Corporation's repurchase rights with respect to those shares remain outstanding,
to provide  that those rights shall  automatically  terminate on an  accelerated
basis, and the shares of Common Stock subject to those  terminated  rights shall
immediately  vest, in the event the  Participant's  Service should

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subsequently terminate by reason of an  Involuntary  Termination  within a
designated  period (not to  exceed  eighteen  (18)  months)  following  the
effective  date of any Corporate  Transaction  in which  those  repurchase
rights are  assigned to the successor corporation (or parent thereof).

III.     SHARE ESCROW/LEGENDS

                  Unvested shares may, in the Plan  Administrator's  discretion,
be held in escrow by the Corporation  until the  Participant's  interest in such
shares  vests or may be issued  directly  to the  Participant  with  restrictive
legends on the certificates evidencing those unvested shares.

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                                  Article Four

                                  MISCELLANEOUS

I.       FINANCING

                  The Plan  Administrator may permit any Optionee or Participant
to pay the option  exercise price under the Option Grant Program or the purchase
price for shares  issued under the Stock  Issuance  program by delivering a full
recourse,  interest bearing  promissory note payable in one or more installments
and  secured by the  purchased  shares.  The terms of any such  promissory  note
(including the interest rate and the terms of repayment) shall be established by
the Plan  Administrator  in its sole  discretion.  In no event shall the maximum
credit  available  to the  Optionee  or  Participant  exceed  the sum of (i) the
aggregate  option  exercise  price or purchase  price  payable for the purchased
shares  plus (ii) any  Federal,  state  and  local  income  and  employment  tax
liability  incurred by the Optionee or the  Participant  in connection  with the
option exercise or share purchase.

II.      EFFECTIVE DATE AND TERM OF THE PLAN

A. The Plan shall  become  effective  when  adopted by the Board,  but no option
granted under the Plan may be exercised, and no shares shall be issued under the
Plan,  until the Plan is approved  by the  Corporation's  stockholders.  If such
stockholder approval is not obtained within twelve (12) months after the date of
the Board's adoption of the Plan, then all options  previously granted under the
Plan shall terminate and cease to be  outstanding,  and no further options shall
be  granted  and no shares  shall be issued  under  the  Plan.  Subject  to such
limitation,  the Plan Administrator may grant options and issue shares under the
Plan at any time after the effective  date of the Plan and before the date fixed
herein for termination of the Plan.

B. The Plan shall  terminate  upon the earliest of (i) the expiration of the ten
(10)-year  period measured from the date the Plan is adopted by the Board,  (ii)
the date on which all shares  available  for issuance  under the Plan shall have
been issued as  fully-vested  shares or (iii) the termination of all outstanding
options in connection  with an Corporate  Transaction.  All options and unvested
stock issuances  outstanding at the time of a clause (i) termination event shall
continue to have full force and effect in accordance  with the provisions of the
documents evidencing such options or issuances.

III.     AMENDMENT OF THE PLAN

A. The Board shall have complete and  exclusive  power and authority to amend or
modify  the  Plan  in  any  or all  respects.  However,  no  such  amendment  or
modification  shall adversely  affect any rights and obligations with respect to
options or unvested  stock  issuances  at the time  outstanding  under the Plan,
unless  the  Optionee  or  the   Participant   consents

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<PAGE>

to  such  amendment  or modification.  In addition,  certain amendments may
require stockholder approval pursuant to applicable laws or regulations.

B. Options to purchase  shares of Common  Stock may be granted  under the Option
Grant Program and shares of Common Stock may be issued under the Stock  Issuance
Program  which  are in each  instance  in excess  of the  number of shares  then
available  for  issuance  under the Plan,  provided any excess  shares  actually
issued  under  those  programs  shall be held in escrow  until there is obtained
stockholder  approval  of an  amendment  sufficiently  increasing  the number of
shares  of  Common  Stock  available  for  issuance  under  the  Plan.  If  such
stockholder  approval is not obtained  within  twelve (12) months after the date
the first such excess  grants or issuances  are made,  then (i) any  unexercised
options  granted on the basis of such excess shares shall terminate and cease to
be outstanding and (ii) the  Corporation  shall promptly refund to the Optionees
and the  Participants  the exercise or purchase price paid for any excess shares
issued  under  the Plan and  held in  escrow,  together  with  interest  (at the
applicable  Short-Term  Federal  Rate) for the period  the  shares  were held in
escrow, and such shares shall thereupon be automatically  cancelled and cease to
be outstanding.

IV.      USE OF PROCEEDS

                  Any cash proceeds received by the Corporation from the sale of
shares  of  Common  Stock  under the Plan  shall be used for  general  corporate
purposes.

V.       WITHHOLDING

                  The Corporation's obligation to deliver shares of Common Stock
upon the  exercise of any options or upon the  issuance or vesting of any shares
issued  under the Plan shall be subject to the  satisfaction  of all  applicable
Federal, state and local income and employment tax withholding requirements.

VI.      REGULATORY APPROVALS

                  The  implementation  of the Plan,  the  granting of any option
under the Plan and the  issuance  of any  shares  of  Common  Stock (i) upon the
exercise of any option or (ii) under the Stock Issuance Program shall be subject
to the  Corporation's  procurement  of all  approvals  and  permits  required by
regulatory  authorities  having  jurisdiction over the Plan, the options granted
under it and the shares of Common Stock issued pursuant to it.

VII.     NO EMPLOYMENT OR SERVICE RIGHTS

                  Nothing  in the Plan shall  confer  upon the  Optionee  or the
Participant any right to continue in Service for any period of specific duration
or interfere with or otherwise restrict in any way the rights of the Corporation
(or any Parent or  Subsidiary  employing  or  retaining  such  person) or of the
Optionee or the Participant, which rights are hereby expressly reserved by each,
to terminate such person's  Service at any time for any reason,  with or without
cause.


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<PAGE>


                                    APPENDIX

                  The following definitions shall be in effect under the Plan:

A.       Board shall mean the Corporation's Board of Directors.

B.       Code shall mean the Internal Revenue Code of 1986, as amended.

C.   Committee shall mean a committee of one (1) or more Board members appointed
     by the Board to exercise  one or more  administrative  functions  under the
     Plan.

D.       Common Stock shall mean the Corporation's common stock.

E.   Corporate    Transaction    shall    mean    either   of   the    following
     stockholder-approved transactions to which the Corporation is a party:

(i)      a merger or  consolidation  in which  securities  possessing  more than
         fifty  percent  (50%)  of  the  total  combined  voting  power  of  the
         Corporation's  outstanding  securities  are  transferred to a person or
         persons different from the persons holding those securities immediately
         prior to such transaction, or

(ii) the sale,  transfer or other disposition of all or substantially all of the
     Corporation's   assets  in  complete  liquidation  or  dissolution  of  the
     Corporation.

F.   Corporation shall mean WeServeHomes.com,  Inc., a Delaware corporation, and
     any  successor  corporation  to all or  substantially  all of the assets or
     voting stock of  WeServeHomes.com,  Inc. which shall by appropriate  action
     adopt the Plan.

G.   Employee shall mean an individual  who is in the employ of the  Corporation
     (or any Parent or Subsidiary),  subject to the control and direction of the
     employer  entity as to both the work to be  performed  and the  manner  and
     method of performance.

H.   Exercise  Date  shall  mean the date on which the  Corporation  shall  have
     received written notice of the option exercise.

I.   Fair Market Value per share of Common  Stock on any relevant  date shall be
     determined in accordance with the following provisions:

(i)      If the  Common  Stock  is at the time  traded  on the  Nasdaq  National
         Market,  then the Fair Market Value shall be the closing  selling price
         per share of Common  Stock on the date in  question,  as such  price is
         reported  by the  National  Association  of  Securities  Dealers on the
         Nasdaq  National  Market.  If there is no closing selling price for the
         Common Stock on the date in question,  then the Fair Market Value shall
         be the closing  selling price on the last preceding date for which such
         quotation exists.

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<PAGE>
(ii)     If the Common Stock is at the time listed on any Stock  Exchange,  then
         the Fair Market Value shall be the closing  selling  price per share of
         Common Stock on the date in question on the Stock  Exchange  determined
         by the Plan  Administrator  to be the  primary  market  for the  Common
         Stock,  as such price is  officially  quoted in the  composite  tape of
         transactions on such exchange. If there is no closing selling price for
         the Common  Stock on the date in  question,  then the Fair Market Value
         shall be the closing selling price on the last preceding date for which
         such quotation exists.

(iii)    If the Common Stock is at the time neither listed on any Stock Exchange
         nor traded on the Nasdaq  National  Market,  then the Fair Market Value
         shall be determined by the Plan Administrator after taking into account
         such factors as the Plan Administrator shall deem appropriate.

J.   Incentive  Option shall mean an option which satisfies the  requirements of
Code Section 422.

K.   Involuntary  Termination  shall mean the  termination of the Service of any
     individual which occurs by reason of:

(i)  such individual's involuntary dismissal or discharge by the Corporation for
     reasons other than Misconduct, or

(ii)     such individual's  voluntary  resignation following (A) a change in his
         or her position with the Corporation  which  materially  reduces his or
         her duties and  responsibilities or the level of management to which he
         or she  reports,  (B) a reduction  in his or her level of  compensation
         (including  base salary,  fringe  benefits and target bonuses under any
         corporate-performance  based bonus or incentive  programs) by more than
         fifteen percent (15%) or (C) a relocation of such individual's place of
         employment  by more than fifty (50)  miles,  provided  and only if such
         change,  reduction or relocation is effected  without the  individual's
         consent.

L.  Misconduct  shall mean the commission of any act of fraud,  embezzlement  or
dishonesty by the Optionee or Participant, any unauthorized use or disclosure by
such person of confidential  information or trade secrets of the Corporation (or
any Parent or Subsidiary),  or any other  intentional  misconduct by such person
adversely affecting the business or affairs of the Corporation (or any Parent or
Subsidiary) in a material manner.  The foregoing  definition shall not be deemed
to be  inclusive  of all the acts or  omissions  which the  Corporation  (or any
Parent or Subsidiary)  may consider as grounds for the dismissal or discharge of
any Optionee,  Participant or other person in the Service of the Corporation (or
any Parent or Subsidiary).

M.       1934 Act shall mean the Securities Exchange Act of 1934, as amended.

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<PAGE>
N.       Non-Statutory Option shall mean an option not intended to satisfy  the
requirements of Code Section 422.

O.   Option Grant  Program  shall mean the option grant  program in effect under
the Plan.

P.       Optionee shall mean any person to whom an option is granted under the
Option Grant Program.

Q. Parent shall mean any corporation (other than the Corporation) in an unbroken
chain of corporations ending with the Corporation,  provided each corporation in
the  unbroken  chain  (other  than  the  Corporation)  owns,  at the time of the
determination,  stock  possessing  fifty  percent  (50%)  or more  of the  total
combined  voting power of all classes of stock in one of the other  corporations
in such chain.

R.       Participant shall mean any person who is issued shares of Common Stock
under the Stock Issuance Program.


S.  Permanent  Disability  shall  mean  the  inability  of the  Optionee  or the
Participant  to  engage in any  substantial  gainful  activity  by reason of any
medically determinable physical or mental impairment which is expected to result
in such  person's  death or to continue for a period of twelve (12)  consecutive
months or more.

T.   Plan shall mean the Corporation's 2000 Stock Option/Stock Issuance Plan, as
set forth in this document.

U.   Plan  Administrator  shall mean either the Board or the Committee acting in
     its capacity as administrator of the Plan.

V.  Service  shall mean the  provision  of services to the  Corporation  (or any
Parent or Subsidiary) by a person in the capacity of an Employee, a non-employee
member of the board of directors or a consultant or independent advisor,  except
to the extent otherwise  specifically  provided in the documents  evidencing the
option grant or stock issuance.

W.       Stock Exchange shall mean either the American Stock Exchange or the New
York Stock Exchange.

X.       Stock Issuance  Agreement shall mean the agreement  entered into by the
Corporation and the Participant at the time of issuance of shares of Common
Stock under the Stock Issuance Program.

Y.       Stock Issuance Program shall mean the stock issuance program in effect
under the Plan.

Z.  Subsidiary  shall mean any  corporation  (other than the  Corporation) in an
unbroken chain of  corporations  beginning with the  Corporation,  provided each
corporation (other


                                       17
<PAGE>

than the last corporation) in the unbroken chain owns, at the time of the
determination,  stock possessing fifty percent (50%) or more of the total
combined  voting  power  of all  classes  of  stock  in one of the  other
corporations in such chain.

AA.  10%  Stockholder  shall mean the owner of stock (as  determined  under Code
     Section  424(d))  possessing  more  than ten  percent  (10%)  of the  total
     combined  voting power of all classes of stock of the  Corporation  (or any
     Parent or Subsidiary).


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