OPTION

                      To Subscribe for and Purchase, Up to
                         5,000,000 Common Shares of the
                       company's registered shares as per
                          their SB-2 filed with the SEC

                             SILVER STAR FOODS INC.

     THIS CERTIFIES THAT, FOR VALUE RECEIVED International Electronic Securities
Trading LTD. (the "Representative"), or registered assigns, is entitled to
subscribe for and purchase from Silver Star Foods Inc, a company incorporated
under the laws of the State of New York (hereinafter the "Company"), at the
price of Seventy Five ($.75) Cents per share. Up to 5,000,000 shares (the
"Shares") of the Company, subject, however, to the provisions and upon the terms
and conditions hereinafter set forth.

1.   The rights represented by this Option (the "Option") may be exercised by
     the holder hereof, in whole or part (but not as to a fractional share), by
     the surrender of this Option (properly endorsed, if required), at the
     principal office of the Company (or such other office or agency of as the
     Company may designate by notice in writing to the holder hereof. With
     payment to the Company. By cash or by certified check or bank draft, of the
     purchase price for such Shares. The Company agrees that the Shares so
     purchased shall be and be deemed to be issued to the holder thereof as the
     record owner of such Shares as of the close of business on the date on
     which this Option shall have been surrendered and payment made for such
     Shares as aforesaid. Certificates for the Shares so purchased shall be
     delivered to the holder hereof within a reasonable time, not exceeding ten
     days, after the rights represented by this Option shall have been so
     exercised.

2. The Term of this Option is for a maximum of three years, based on the
performance herein described in 2a , 2b and 2c

     2a.  The Representative shall purchase a minimum of 533,334 shares of the
          common stock of the Company (equal to $400,000) per month as
          represented by the options herein described for each of the initial
          six (6) months of this contract. If Representative fails to perform in
          any of these six (6) months the Company has the option to terminate
          this Option in whole or in part at it's sole discretion in writing to
          Representative at there corporate offices within the immediate ten day
          period following this breach of obligation.

     2b.  The Representative shall purchase 133,334 shares of common stock of
          the company (equal to $100,000) per month as represented by the
          options herein described for the next twenty nine (29) months
          immediately following the initial six month period up to the maximum
          of 5,000,000 shares (equal to $3,750,000). If Representative fails to
          perform in any of these twenty nine (29) months the Company has the
          option to terminate this Option in whole or in part at it's sole
          discretion in writing to Representative at there corporate offices
          within the immediate ten day period following this breach of
          obligation.

     2c.  The Representative shall not be required to carry out its obligations
          under Section 2a. or 2b. above if the Company's common stock purchase
          price decreases in value in an amount exceeding 25% of its present
          value. The Representative and the Company may renogotiate this Option
          at that time.

     2d.  Anslow & Jaclin, LLP should act as the escrow agent for all funds due
          and owing the Company under this agreement. Sayid & Associates will
          act as escrow agents for the Representative.

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<PAGE>

3.   The Company agrees to indemnify and hold harmless the holder of this
     Option, or of securities issuable or issued upon the exercise hereof from
     and against any claims or liabilities caused by any untrue statement of a
     material fact, or omission to state a material fact required to be stated,
     in any such registration statement or prospectus or offering circular,
     except insofar as such claims or liabilities are caused by any such untrue
     statements or omission based on information furnished in writing to the
     Company by such a holder, or by any other such holder, affiliated with the
     holder who seeks indemnification, as to which the holder hereof, by
     acceptance hereof, agrees to indemnify and hold harmless the Company.

     If this Option, or any securities issuable pursuant hereto, requires
     declaration or registration with, or approval of, any governmental official
     authority (other than registration under the Act, or similar Federal
     Statute at the time in force), before such securities may be issued on the
     exercise hereof, the Company, at its sole expense, will take all requisite
     action in connection with such declaration, and will use its best efforts
     to cause such securities and/or this Option to be duty registered or
     approved.

4.   The Company covenants and agrees that all securities that may be issued
     upon exercise of the rights represented by this Option will, upon issuance,
     be validly issued, fully paid and non-assessable, and free from all taxes,
     liens and charges with respect to the issue thereof (other than taxes in
     respect of any transfer occurring contemporaneously with such issue). The
     Company further covenants and agrees that, during the period within which
     the rights represented by this Option may be exercised, the Company will at
     the time have authorized and reserved, a sufficient number of securities to
     provide for the exercise of the rights represented by this Option.

5    (a) If at any time or from time to time, the Company shall, by subdivision,
     consolidation or reclassification of shares, or otherwise, change as a
     whole the outstanding shares of Common Stock into a different number or
     class of securities, the number and class of securities as so changed
     shall, for the purpose of each Option and the terms and conditions hereof,
     replace the shares outstanding immediately prior to such change, and the
     Option purchase price in effect, and the number of securities purchasable
     under each Option, immediately prior to the date on which such change shall
     become effective and shall be proportionately adjusted.

     (b)  Irrespective of any adjustment or change in the Option Purchase price
          or the number of securities actually purchasable under each Option of
          like tenor, the Options theretofore and thereafter issued may continue
          to express the Option purchase price per securities and the number of
          securities purchasable thereunder as the Option purchase price per
          security.

     (c)  If at any time while any Option is outstanding, the Company shall
          consolidate with or merge into another corporation, firm or entity, or
          otherwise enter into a form of business combination, the holder hereof
          shall thereafter be entitled upon exercise hereof to purchase, with
          respect to each share are purchasable hereunder immediately prior to
          the date on which such consolidation, merger, or other form of
          business Combinations shall become effective, the Securities or
          property to which a holder of one (1) share would have been entitled
          upon such consolidation or merger, without any change in, or payment
          in addition to, the Option purchase price in effort immediately prior
          to such merger or consolidation, and the Company shall take such steps
          in connection with such consolidation or merger as may be necessary to
          assure that all the provisions of each Option shall thereafter be
          applicable, as nearly as reasonably may be, in relation to any
          securities or property thereafter deliverable upon the exercise of
          each Option. The Company shall not effect any such consolidation,
          merger or other form of business combination unless prior to "
          consummation thereof the successor corporation (if other than the
          Company) resulting therefrom shall assume, by written instrument
          executed and mailed to the registered holder of the Option, the
          obligation to deliver to such holder such securities or property as,
          in accordance with foregoing provisions, such holder shall be entitled
          to purchase.

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<PAGE>

     (d)  upon the happening of any event requiring an adjustment of the Option
          purchase price hereunder, the Company shall forthwith give written
          notice thereof to the registered holder of each Option stating the
          adjusted Option purchase price and the adjusted number of securities
          purchasable upon the exercise thereof resulting from such event, and
          setting forth in reasonable detail the method or calculation and the
          facts on which such calculation is based. The certificate of the
          Company's independent public accountant shall be conclusive evidence
          of the correctness of any computation made hereunder. In the event any
          voluntary or involuntary dissolution, liquidation or winding-up of the
          Company shall at any time be proposed, the Company shall give at least
          30 days prior written notice thereof to the registered holder of each
          Warrant, stating the date on which such event is to take place and the
          date (which shall be at least 30 days after the giving of such notice)
          as of which the holders common stock of record shall be entitled to
          exchange their Common Stock for securities or other property
          deliverable upon such dissolution, liquidation or winding-up (on which
          date, in the event such dissolution, liquidation or winding-up shall
          actually take place, each Option and rights with respect thereto shall
          terminate). Notice pursuant to this paragraph shall be given by
          certified mail, portage prepaid, return receipt requested, addressed
          to the registered holder of each Option at the address of such holder
          appearing in the records of the company.

6.   In case at any time during the period this Option shall be exercisable

     (a)  The Company shall pay any dividend payable in stock on its Common
          Stock, or make any distribution to the holders of the Common stock; or

     (b)  The Company shall offer for subscription pro rata to the holders of
          its Common Stock any additional securities of stock of any class, or
          other rights; or

     (c)  There shall be any capital reorganization, or reclassification of the
          capital stock of the Company, or consolidation, merger or other form
          of business combination of the Company with, or sale of all or
          substantially all its assets to another corporation; or

     (d)  There shall be a voluntary or involuntary dissolution, liquidation or
          winding-up of the Company- then, in any one or more of such cases, the
          Company shall give to the holder of this Option, (i) at least 30 days'
          prior written notice of the date on which the books of the Company
          shall close or a record shall be taken for such dividend, distribution
          or subscription rights, or for determining rights to vote in respect
          of any such reorganization, reclassification, consolidation, merger,
          sale or other form of business combination, dissolution, liquidation
          or winding-up and (ii) in the case of any such reorganization,
          reclassification, consolidation, merger, sale or other form of
          business combination, dissolution, liquidation or winding-up, at least
          30 days prior written notice of the date when the same shall take
          place. Such notice in accordance with the foregoing sub-clause (i)
          shall also specify, in the case of any such dividend, distribution or
          subscription rights, the date on which the holders of Common Stock
          shall be entitled thereto and such notice in accordance with the
          foregoing (ii) and shall also specify when the holder of Common Stock
          shall be entitled to exchange their Common Stock for securities or
          other property deliverable upon such reorganization, consolidation,
          reclassification, merger, sale or other form of business combination,
          dissolution, liquidation or winding-up, as the case may be. Each
          written notice shall be given by certified mail, postage prepaid,
          return receipt requested, addressed to the holder of the Option at the
          address of such holder as shown on the books of the Company.

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<PAGE>

7.   As used herein, the term "Common Stock" shall mean and include the
     Company's Common Stock authorized on the date of the original issue of the
     Options, and shall also include any capital stock of any class of the
     Company thereafter authorized that shall not be limited to a fixed sum or
     percentage in respect of the rights of the holders thereof to participate
     in dividends and in the distribution of assets upon the voluntary
     liquidation, dissolution or wind-up of the Company; provided that the
     shares purchasable pursuant to this Option shall include only shares of
     such class referred to in the first paragraph hereof designated in the
     Company's Certificate of Incorporation as Common Stock on the date of the
     original issue of Options, or, in the case of any reorganization,
     reclassification, consolidation, merger or sale of assets of the character
     referred to in subparagraph 5(c) hereof, the stocks, securities or assets
     provided for in such paragraph.

8.   Prior to the exercise of this Option, the Holder shall not be entitle d to
     any of the rights of a stockholder of the Company, including, without
     limitation, the right as a stockholder to (i) vote or consent, (ii) receive
     dividends or other distributions made to stockholders or (iii) receive
     notice of, or attend, any meetings of stockholders of the Company.

9.   Any notice, demand or delivery to be made pursuant to the Provisions of
     this Option shall be sufficiently given or made if sent by first class
     mail, postage prepaid, addressed (i) in the case of the holder, to his last
     known address appearing On the books of the Company maintained for such
     purpose, or (ii) in the case of the Company, to its principal office
     referred to above. The Holder and the Company may each designate a
     different address by notice to the other pursuant to this Section.

10.  This Option and rights evidenced hereby shall inure to the benefit of, and
     be binding upon, the Company and its successors and assigns.

11.  The Option may not be modified or amended except by written agreement of
     the parties.

12.  The Option shall be governed by the laws of the State of Now York.

13.  REPRESENTATIONS AND WARRANTIES OF THE C0MPANY The Company represents and
     warrants to you as follows:

14.1 Due incorporation and Qualification. The Company has been duly
     ------------------------------------
     incorporated, is validly existing and is in good standing under the laws of
     its state of incorporation and is duly qualified as a foreign corporation
     (except where the failure to so qualify would not have a material adverse
     effect on the business of the Company) for the transaction of business and
     is in good standing in each jurisdiction In which the ownership or leasing
     of its properties or the conduct of its business requires such
     qualification. The Company has all requisite corporate power and authority
     necessary to own or hold its, properties and conduct its business as
     described in the Registration Statement,

14.2 Authorized Capital. The Company Will have an authorized and outstanding
     ------------------
     capitalization, and all of the then issued and outstanding shares of Common
     Stock will have been duly and validly authorized and issued and will be
     fully paid and non assessable. None of the holders of such outstanding
     shares of Common Stock is subject to personal liability solely by reason of
     being such a holder.

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<PAGE>

14.3 Financial Statements. The financial statements of the Company fairly
     --------------------
     present the financial position and results of operations of the Company at
     the dates thereof and for the periods in conformity with generally accepted
     accounting principles, consistently applied throughout the periods
     involved.

14.4 No Material Adverse Changes. Since January 2001,(I) there has not been any
     ---------------------------
     change in the condition, financial or otherwise, of the Company which could
     materially adversely affect its ability to conduct its operations, and (ii)
     the Company has not incurred any material liabilities Or obligations,
     direct or contingent, not in the ordinary course of business.

14.5 The Company has filed all Federal tax returns and all state and municipal
     and local tax returns (whether relating to income, fee, franchise, real or
     personal property or other types of taxes) required to be filed under the
     laws of the United States and applicable states, and has paid in full all
     taxes which have become due pursuant to such returns or claimed to be due
     by any taxing authority or otherwise due and owing, provided. The Company
     has not paid any tax, assessment, charge, levy or license fee that it
     contests in good faith and by Proper Proceedings and adequate reserves for
     the accrual of same are maintained if required by generally accepted
     accounting principles.

     Each of the tax returns heretofore filed by the Company correctly and
     accurately reflects the amount of its tax liability thereunder. The Company
     has Withheld, collected and paid all other levies, assessments, license
     fees and taxes to the extent required and with respect to payments, to the
     extent that the same have become due and payable.

14.6 No Pending Actions. There are no actions, suits, proceedings, claims or
     ------------------
     hearings of any kind or nature or, to the best of the knowledge of the
     Company, any investigations or inquiries, before or by any court,
     governmental authority, tribunal or instrumentality, pending or threatened
     against the Company, or involving the properties of the Company which could
     result in any material adverse change in the business, properties,
     financial position or results of operations of the Company, or which could
     materially adversely affect the transactions or other acts contemplated by
     this Agreement or the validity or enforceability of this Agreement.

14.7 Due Authorization. The Company has full right, power and authority to enter
     ------------------
     into this Agreement and to perform all of its obligations hereunder and
     thereunder and as contemplated hereby. This Agreement has been duly
     authorized, executed and delivered by the Company. No issuance of shares of
     the Company's capital stock shall be required as a condition to the
     execution, validity or enforceability hereof. This Agreement constitutes,
     upon execution and delivery and payment therefor, as applicable, constitute
     a valid and binding obligation of the Company, enforceable in accordance
     with its respective terms except (1) as the enforceability thereof may be
     limited by bankruptcy, insolvency, reorganization, moratorium or other
     similar laws affecting creditors' rights generally or by general principles
     of equity; and (11) that the enforceability of the indemnification and
     contribution provisions of this Agreement may be limited by the Federal
     securities laws and public policy), and no consent, approval,
     authorization, order of, or filing with, any court or governmental
     authority or any other third party is required to consummate the
     transactions contemplated by this Agreement.

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<PAGE>

14.8 Non-Default:Noncontravention. The Company is not in violation of its
     ----------------------------
     articles or certificate of incorporation or by- laws or, in default in the
     performance or observance of any material obligation, agreement, covenant
     or condition contained in any material contract, lease or other instrument
     to which it is a party, and the Company's execution and delivery of this
     Agreement, and the incurrence of the obligations herein and therein set
     forth, and the consummation of the transactions contemplated will not
     immediately (i) conflict with, or constitute a breach of, or a default
     under the articles or certificate of incorporation or by-laws of the
     Company, or any material contract, lease or other material agreement or
     instrument to which the Company is a party or in which the Company has a
     beneficial interest or by which the Company is bound; (ii) violate any
     existing applicable law, rule, regulation, judgment, order or decree of any
     governmental agency or court, domestic or foreign, having jurisdiction over
     the Company or any of its properties or business; or (iii) have any
     material adverse effect on any permit, certification, registration,
     approval, consent, license or franchise necessary for the Company to own or
     lease and operate any of its properties and to conduct its business or the
     ability of the Company to make use thereof.

14.9 No Regulatorv Problems, The Company (i) has not filed a registration
     statement which is this subject of any pending proceeding or examination
     under Section 8 of the Securities Act, or is the subject of any refusal
     order or 8top order thereunder; (ii) is not subject to any pending
     proceeding under Rule 261 of the Securities Act or any similar rule adopted
     under Section 3(b) of the Securities Act, or to an order entered
     thereunder; (iii) has not been convicted of any felony or misdemeanor in
     connection with the purchase or sale of any security involving the making
     of any false filling with the Securities and Exchange Commission (the
     "Commission"); (iv) is not subject to any order, judgment, or decree of any
     court of competent jurisdiction temporarily or preliminary restraining or
     enjoining the Company from engaging in or continuing any conduct or
     practice in connection with the purchase or sale of any security or
     involving the making of any false filing with the Commission, or (v) is not
     subject to a United States Postal Service false representation order
     entered under Section 3005 of Title 39, United States Code, or a temporary
     restraining order or preliminary injunction entered under Section 3007 of
     Title 39, with respect to conduct alleged to have violated Section 3005 of
     Title,39, United States Code. None of the Company's directors, officers, or
     beneficial owners of 10 percent or more of any class of its equity
     securities (i) has been convicted of any felony or misdemeanor in
     connection With the purchase or sale of any security involving the making
     of a false filing with the Commission, or arising out of the conduct of the
     business of an underwriter, broker, dealer, municipal securities dealer, or
     investment advisor, (ii) is subject to any order, judgment, or decree of
     any court of competent jurisdiction temporarily or preliminary conjoining
     or restraining, or is subject to any order, judgment, or decree of any
     court of competent jurisdiction permanently enjoining or restraining such
     person from engaging in or continuing any conduct or practice in connection
     with the purchase or sale of any security, or involving the making of a
     false filing with the Commission, or arising out of the conduct of the
     business of an underwriter, broker, dealer, municipal securities dealer, or
     investment advisor, (iii) is subject to an order of the Commission entered
     pursuant to Section 15(b), 158(a) or 15B(c) of the Securities Exchange Act
     of 1934, as amended ("1934 ACT"), or is subject to an order of the
     Commission entered pursuant to Section 203(e) or (f) of the Investment
     Advisors Act of 1940; (iv) is suspended or expelled from membership in, or
     suspended or barred from association with a member of an exchange
     registered as a national security exchange pursuant to Section 6 of the
     1934 Act, an association registered as a national securities association
     under Section 15A of the 1934 Act, or a Canadian securities exchange or
     association for any act or omission to act constituting conduct
     inconsistent with just and equitable principles of trade, or (y) is subject
     to a United states Postal Service false representation order entered under
     Section 3005 of Title 39, United States Code, or is subject to a
     restraining order or preliminary injunction entered under Section 3007 of
     Title 39, United States Code, with respect to conduct alleged to have
     violated Section 3005 of Title 39, United States Code.

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<PAGE>

14.10 No Violations. The Company is not in violation of any material franchise,
     -------------
     license, permit, applicable law, rule, regulation, judgment or decree of
     any governmental agency or court, domestic or foreign, having jurisdiction
     over the Company or any of its properties or business other than any
     violation which individually or in the aggregate would not have a material
     adverse effect on the Company's business, properties or operations.

14.11 Conduct of Business. The Company has all necessary authorizations,
     --------------------
     approvals, orders, licenses, certificates and permits (collectively, the
     "Approvals") of and from all governmental regulatory officials and bodies,
     to own or lease its properties and conduct its business as it is being
     presently conducted in the Company's existing form, and the Company is and
     has been doing business in compliance With all such material Approvals, and
     all Federal, state and local , rules and regulations, other than any such
     Approvals, laws, rules and regulations, the failure to comply with which
     would not have material adverse effect on the Company, its business,
     properties or operations. All licenses and findings of suitability required
     to be obtained by any affiliate of the Company have been obtained and are
     in full force and effect

14.12 Title To Property Insurance. The Company will have good title to, or valid
     -----------------------------
     and enforceable leasehold estates in, all items of real property owned or
     leased by It, and will have good title to, or valid and enforceable leases
     or subleases with respect to, all items of personal property (tangible and
     intangible), free and clear of all liens, encumbrances, claims, security
     interests, defects of title, and restrictions of any material nature
     whatsoever, and liens for real estate taxes not yet due and payable. No
     default or notice of default exists or has been declared by the landlord or
     sub lessor under any of such leases or subleases. The Company has
     adequately insured its tangible and/or real properties against loss or
     damage by fire or other casualty (other than earthquake and flood) and
     maintains such insurance in adequate amounts, on terms generally offered by
     reputable insurance carriers in New York.

14.13 Intangibles. The Company will own or possess the requisite licenses or
     -------------
     rights to use all trademarks, service marks, service names, trade names,
     and other rights (collectively, the "Intangibles") described as owned or
     used by it. There is no proceeding or action by any person pertaining to,
     or proceeding or claim pending or, to the best knowledge of the Company,
     threatened and the Company has not received any notice of conflict with the
     asserted rights of others which challenges the exclusive right of the
     Company with respect to any Intangibles used in the conduct of the
     Company's business. To the best knowledge of the Company, the Intangibles
     and the Company's operations do not infringe on any intangibles held by any
     third party.

15.  The Company hereby agrees to indemnify and hold harmless the
     Representative, its directors, employees, agents and controlling persons
     from and against any and all losses, claims, damages, liabilities and
     expenses joint and several (including all reasonable fees of counsel,
     whether or not resulting in liability), caused by or resulting out of
     Representatives acting for the Company pursuant to this Agreement:
     provided, however, that the Company will not be liable hereunder to the
     extent that any loss, claim, damage, liability or expense is found to have
     resulted primarily from Representatives gross negligence or bad faith in
     performing the services described above.

16.  If a transaction is completed pursuant to this Agreement, the
     Representative may at its expense and with the Company's approval (which
     approval shall not be unreasonably withheld or delayed) place an
     announcement in such newspapers and periodicals as it may choose stating
     that the Representative has acted as financial advisor and private
     placement agent for the Company in such transaction.

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<PAGE>

17.  The Representative understands, and the Company agrees, that no individuals
     have acted as finders.

18.  This Agreement shall be binding upon and insure to the benefit of the
     parties and their successors and assigns. In the event a transaction occurs
     during the pendency of this Agreement and the Company is not the surviving
     entity in such transaction, or in the even that all or substantially all of
     the Company's assets are sold during such period, the Company shall cause
     the acquirer or acquirers to assume and honor the obligations and
     liabilities of the Company hereunder. This Agreement represents the entire
     understanding between the parties, and all prior discussions and
     negotiations are merged in it. In the event of any suit between the
     parties, it is agreed that (i) both parties hereby waive the right to trial
     by jury, (ii) suit may be brought only in the State Courts located in Now
     York County, New York, and the prevailing party shall be entitled to
     recover its reasonable attorney's fees and costs at all stages of
     proceeding, including all appellate levels.

     If the foregoing correctly sets forth the understanding and agreement
between the Representative and the Company, please so indicate in the space
provided for the purpose below.







      ACCEPTED AND AGREED:                     ACCEPTED AND AGREED:

 Silver Star Foods, Inc.        International Electronic Securities Trading LTD

BY:   /s/ Michael Trotta                        BY: /s/ T R Kessler
-------------------------------                 -------------------------------
          MICHAEL J TROTTA                        THOMAS R. KESSELER
           CEO/ President                          Managing Director


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