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                                                                     EXHIBIT 4.2

                              E COM VENTURES, INC.

                        2000 DIRECTORS STOCK OPTION PLAN

         1.       Purpose. The purpose of this Plan is to advance the interests
of E COM VENTURES, INC., a Florida corporation (the "Company"), and its
Subsidiaries by providing an additional incentive to attract and retain
qualified and competent persons upon whose efforts and judgment the success of
the Company and its Subsidiaries is largely dependent, through the encouragement
of stock ownership in the Company by such persons. This Plan is intended to
supersede the Company's 1992 Directors Stock Option Plan, as amended (the
"Preexisting Plan"). As of the Effective Date of this Plan, no more stock
options shall be granted under the Pre-existing Plan.

         2.       Definitions. As used herein, the following terms shall have
the meaning indicated:

                  (a)      "Annual Meeting Date" shall mean the date of the
annual meeting of the Company's shareholders at which the Directors are elected.

                  (b)      "Board" shall mean the Board of Directors of the
Company.

                  (c)      "Code" shall mean the Internal Revenue Code of 1986,
as amended from time to time.

                  (d)      "Common Stock" shall mean the Company's Common Stock,
par value $0.01 per share.

                  (e)      "Company" shall mean E COM VENTURES, INC., a Florida
corporation.

                  (f)      "Director" shall mean a member of the Board.

                  (g)      "Effective Date" shall mean October 31, 2000.

                  (h)      "Eligible Director" shall mean any person who is a
member of the Board and who is not an employee, full time or part time, of the
Company.

                  (i)      "Fair Market Value" of a Share on any date of
reference shall mean the "Closing Price" (as defined below) of the Common Stock
on the business day immediately preceding the date of reference. For the purpose
of determining Fair Market Value, the "Closing Price" of the Common Stock on any
business day shall be (i) if the common stock is listed or admitted for trading
on any United States national securities exchange, or if actual transactions are
otherwise reported on a consolidated transaction reporting system, the last
reported sale price of common stock on such exchange or reporting system, as
reported in any newspaper of general circulation; (ii) if common stock is quoted
on the National Association of Securities Dealers


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Automated Quotations System ("NASDAQ"), or any similar system of automated
dissemination of quotations of securities prices in common use, the mean between
the closing high bid and low asked quotations for such day of common stock on
such system; or (iii) if neither clause (i) nor (ii) is applicable, the mean
between the high bid and low asked quotations for common stock as reported by
the National Quotation Bureau, Incorporated if at least two securities dealers
have inserted both bid and asked quotations for common stock on at least 5 of
the 10 preceding days.

                  (j)      "Initial Election Date" shall mean, with respect to
an individual who becomes an Eligible Director on or after the Effective Date of
the Plan, the date on which such individual is elected as a member of the Board.

                  (k)      "Option" (when capitalized) shall mean any option
granted under this Plan.

                  (l)      "Option Agreement" means the agreement between the
Company and the Optionee for the grant of an option.

                  (m)      "Optionee" shall mean a person to whom a stock option
is granted under this Plan or any person who succeeds to the rights of such
person under this Plan by reason of the death of such person.

                  (n)      "Plan" shall mean this 2000 Directors Stock Option
Plan for the Company.

                  (o)      "Pre-existing Plan" shall mean the Company's 1992
Directors Stock Option Plan, as amended.

                  (p)      "Securities Exchange Act" shall mean the Securities
Exchange Act of 1934, as amended.

                  (q)      "Share" shall mean a share of Common Stock.

                  (r)      "Subsidiary" shall mean any corporation (other than
the Company) in any unbroken chain of corporations beginning with the Company
if, at the time of the granting of the Option, each of the corporations other
than the last corporation in the unbroken chain owns stock possessing 50 percent
or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.

         3.       Shares Available for Option Grants. The Committee or the Board
may grant to Optionees from time to time Options to purchase an aggregate of up
to 120,000 Shares from the Company's authorized and unissued Shares. If any
Option granted under the Plan shall terminate, expire, or be canceled or
surrendered as to any Shares, new Options may thereafter be granted covering
such Shares.

         4.       Grants of Options.

                  (a)      With respect to an individual who becomes an Eligible
Director on or after the Effective Date of the Plan, such Eligible Director
shall receive a grant of an Option to purchase 2,000 shares of the Common Stock
of the Company on his or her Initial Election Date.


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                  (b)      On each Annual Meeting Date while this Plan is in
effect, each then Eligible Director shall receive an annual grant of an Option
to purchase 4,000 shares of the Common Stock of the Company.

                  (c)      Upon the grant of each Option under this Plan, the
Company and the Eligible Director shall enter into an Option Agreement, which
shall specify the grant date, the number of Shares subject to the Option, and
the exercise price and shall include or incorporate by reference the substance
of this Plan and such other terms and provisions consistent with this Plan as
the Board may determine.

         5.       Exercise Price. The exercise price per Share of any Option
shall be the Fair Market Value of a Share on the date such Option is granted.

         6.       Exercise of Options. An Option shall be deemed exercised when
(i) the Company has received written notice of such exercise in accordance with
the terms of the Option, and (ii) full payment of the aggregate option price of
the Shares as to which the Option is exercised has been made. The consideration
to be paid for the Shares to be issued upon exercise of an Option, as well as
the method of payment of the exercise price, shall be determined by the
Committee or the Board and may, in the discretion of the Committee or the Board,
consist of: (1) cash, (2) certified or official bank check, (3) money order, (4)
Shares that have been held by the Optionee for at least six (6) months (or such
other Shares as the Company determines will not cause the Company to recognize
for a financial accounting purposes a change for compensation expense), (5) the
withholding of Shares issuable upon exercise of the Option, (6) pursuant to a
"cashless exercise" procedure, by delivery of a properly executed exercise
notice together with such other documentation, and subject to such guidelines,
as the Board or the Committee shall require to effect an exercise of the Option
and delivery to the Company by a licensed broker acceptable to the Company of
proceeds from the sale of Shares or a margin loan sufficient to pay the exercise
price and any applicable income or employment taxes, or (7) in such other
consideration as the Committee or the Board deems appropriate, or by a
combination of the above. The Committee or the Board in its sole discretion may
accept a personal check in full or partial payment of any Shares. If the
exercise price is paid in whole or in part with Shares, or through the
withholding of Shares issuable upon exercise of the Option, the value of the
Shares surrendered or withheld shall be their Fair Market Value on the date the
Option is exercised. The Company in its sole discretion may, on an individual
basis or pursuant to a general program established in connection with this Plan,
lend money to an Optionee, guarantee a loan to an Optionee, or otherwise assist
an Optionee to obtain the cash necessary to exercise all or a portion of an
Option granted hereunder or to pay any tax liability of the Optionee
attributable to such exercise. If the exercise price is paid in whole or part
with Optionee's promissory note, such note shall (i) provide for full recourse
to the maker, (ii) be collateralized by the pledge of the Shares that the
Optionee purchases upon exercise of such Option, (iii) bear interest at the
prime rate of the Company's principal lender, and (iv) contain such other terms
as the Board in its sole discretion shall reasonably require. No Optionee shall
be deemed to be a holder of any Shares subject to an Option unless and until a
stock certificate or certificates for such Shares are issued to such person(s)
under the terms of this Plan. No adjustment shall be made for dividends
(ordinary or extraordinary, whether in cash, securities or other property) or
distributions or other rights for which the record date is prior to the date
such stock certificate is issued, except as expressly provided in Section 10
hereof.


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         7.       Exercisability of Options. Each Option granted hereunder shall
be immediately exercisable. The expiration date of an Option shall be ten (10)
years from the date of grant of the Option.

         8.       Termination of Option Period.

                  (a)      Unless otherwise provided in any Option agreement,
the unexercised portion of any Option shall automatically and without notice
terminate and become null and void at the time of the earliest to occur of the
following:

                           (i)      three (3) months after the date on which the
Optionee ceases to be a Director of the Company for any reason other than by
reason of (A) Cause, which, for purposes of this Plan, shall mean the removal of
the Optionee as a Director by reason of any act by the Optionee of (x) fraud or
intentional misrepresentation, (y) embezzlement, misappropriation, or conversion
of assets or opportunities of the Company or and Subsidiary, or (z) willful
misconduct or gross negligence, or (B) death;

                           (ii)     immediately upon the removal of the Optionee
as a Director for Cause;

                           (iii)    one year after the date the Optionee ceases
to be a Director by reason of the Optionee's death;

                           (iv)     immediately in the event that the Optionee
shall file any lawsuit or arbitration claim against the Company or any
Subsidiary, or any of their respective officers, directors or shareholders,
other than a claim to enforce a right of indemnification, whether by contract or
under applicable law; or

                           (v)      ten (10) years from the date of grant of the
Option.

                  (b)      The Board in its sole discretion may by written
notice ("Cancellation Notice") cancel any Option that remains unvested or
unexercised on the date of any of the following corporate transactions:

                           (i)      if the shareholders of the Company shall
approve a plan of merger, consolidation, reorganization, liquidation or
dissolution in which the Company does not survive (unless the approved merger,
consolidation, reorganization, liquidation or dissolution is subsequently
abandoned); or

                           (ii)     if the shareholders of the Company shall
approve a plan for the sale, lease, exchange or other disposition of all or
substantially all the property and assets of the Company (unless such plan is
subsequently abandoned).

The Cancellation Notice shall be given to the Optionees a reasonable period of
time prior to the proposed date of such cancellation and may be given either
before or after shareholder approval of such corporate transaction.


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         9.       Adjustment of Shares.

                  (a)      If at any time while the Plan is in effect or
unexercised Options are outstanding, there shall be any increase or decrease in
the number of issued and outstanding Shares through the declaration of a stock
dividend or through any recapitalization resulting in a stock split-up,
combination or exchange of Shares, then and in such event:

                           (i)      appropriate adjustment shall be made in the
maximum number of Shares available for grant under the Plan, so that the same
percentage of the Company's issued and outstanding Shares shall continue to be
subject to being so optioned; and

                           (ii)     appropriate adjustment shall be made in the
number of Shares and the exercise price per Share thereof then subject to any
outstanding Option, so that the same percentage of the Company's issued and
outstanding Shares shall remain subject to purchase at the same aggregate
exercise price.

                  (b)      Unless otherwise provided in any Option, the Board
may change the terms of Options outstanding under this Plan, with respect to the
exercise price or the number of Shares subject to the Options, or both, when, in
the Board's sole discretion, such adjustments become appropriate so as to
preserve but not increase benefits under the Plan.

                  (c)      In the event of a proposed sale of all or
substantially all of the Company's assets or any reorganization, merger,
consolidation or other form of corporate transaction in which the Company does
not survive, where the securities of the successor corporation, or its parent
company, are issued to the Company's shareholders, then the successor
corporation or a parent of the successor corporation may, with the consent of
the Committee or the Board, assume each outstanding Option or substitute an
equivalent option or right. If the successor corporation, or its parent, does
not cause such an assumption or substitution to occur, or the Committee or the
Board does not consent to such an assumption or substitution, then each Option
shall terminate pursuant to Section 8(b) hereof upon the consummation of sale,
merger, consolidation or other corporate transaction.

                  (d)      Except as otherwise expressly provided herein, the
issuance by the Company of shares of its capital stock of any class, or
securities convertible into shares of capital stock of any class, either in
connection with direct sale or upon the exercise of rights or warrants to
subscribe therefor, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made to, the number of or exercise price
for Shares then subject to outstanding Options granted under the Plan.

                  (e)      Without limiting the generality of the foregoing, the
existence of outstanding Options granted under the Plan shall not affect in any
manner the right or power of the Company to make, authorize or consummate (i)
any or all adjustments, recapitalizations, reorganizations or other changes in
the Company's capital structure or its business; (ii) any merger or
consolidation of the Company; (iii) any issue by the Company of debt securities,
or preferred or preference stock that would rank above the Shares subject to
outstanding Options; (iv) the dissolution or liquidation of the Company; (v) any
sale, transfer or assignment of all or


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any part of the assets or business of the Company; or (vi) any other corporate
act or proceeding, whether of a similar character or otherwise.

         10.      Transferability of Options. Unless the prior written consent
of the Board is obtained (which consent may be withheld for any reason) and the
transaction does not violate the requirements of Rule 16b-3 promulgated under
the Securities Exchange Act, no Option shall be subject to alienation,
assignment, pledge, charge or other transfer other than by the Optionee by will
or the laws of descent and distribution, and any attempt to make any such
prohibited transfer shall be void. Each Option shall be exercisable during the
Optionee's lifetime only by the Optionee, or in the case of an Option that has
been assigned or transferred with the prior written consent of the Board, only
by the permitted assignee.

         11.      Issuance of Shares.

                  (a)      Notwithstanding any other provision of this Plan, the
Company shall not be obligated to issue any Shares unless it is advised by
counsel of its selection that it may do so without violation of the applicable
Federal and State laws pertaining to the issuance of securities, and may require
any stock so issued to bear a legend, may give its transfer agent instructions,
and may take such other steps, as in its judgment are reasonably required to
prevent any such violation.

                  (b)      As a condition to any sale or issuance of Shares upon
exercise of any Option, the Board may require such agreements or undertakings as
the Board may deem necessary or advisable to facilitate compliance with any
applicable law or regulation including, but not limited to, the following:

                           (i)      a representation and warranty by the
Optionee to the Company, at the time any Option is exercised, that he is
acquiring the Shares to be issued to him for investment and not with a view to,
or for sale in connection with, the distribution of any such Shares; and

                           (ii)     a representation, warranty and/or agreement
to be bound by any legends endorsed upon the certificate(s) for such Shares that
are, in the opinion of the Board, necessary or appropriate to facilitate
compliance with the provisions of any securities laws deemed by the Board to be
applicable to the issuance and transfer of such Shares.

         12.      Administration of the Plan. The Plan shall be administered by
the Board, which shall have the authority to adopt such rules and regulations
and to make such determinations as are not inconsistent with the Plan and as are
necessary or desirable for the implementation and administration of the Plan.
Any and all decisions or determinations of the Board shall be made either (i) by
a majority vote of the members of the Board at a meeting or (ii) without a
meeting by the unanimous written approval of the members of the Board.

         13.      Interpretation.

                  (a)      As it is the intent of the Company that the Plan
comply in all respects with Rule 16b-3 promulgated under the Securities Exchange
Act ("Rule 16b-3"), any ambiguities or inconsistencies in construction of the
Plan shall be interpreted to give effect to such intention,


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and if any provision of the Plan is found not to be in compliance with Rule
16b-3, such provision shall be deemed null and void to the extent required to
permit the Plan to comply with Rule 16b-3. The Committee or the Board may from
time to time adopt rules and regulations under, and amend, the Plan in
furtherance of the intent of the foregoing.

                  (b)      This Plan shall be governed by the laws of the State
of Florida.

                  (c)      Headings contained in this Plan are for convenience
only and shall in no manner be construed as part of this Plan.

                  (d)      Any reference to the masculine, feminine, or neuter
gender shall be a reference to such other gender as is appropriate.

         14.      Amendment and Discontinuation of the Plan. The Board may from
time to time amend, suspend or terminate the Plan or any Option; provided,
however, that, any amendment to the Plan shall be subject to the approval of the
Company's shareholders if such shareholder approval is required by any federal
or state law or regulation (including, without limitation, Rule 16b-3 or to
comply with Section 162(m) of the Internal Revenue Code) or the rules of any
Stock exchange or automated quotation system on which the Common Stock may then
be listed or granted. Except to the extent provided in Sections 8 and 9 hereof,
no amendment, suspension or termination of the Plan or any Option issued
hereunder shall substantially impair the rights or benefits of any Optionee
pursuant to any Option previously granted without the consent of the Optionee.

         15.      Termination Date. The Plan shall terminate on the 10th
anniversary of the Effective Date.


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