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                                  EXHIBIT 10.19

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                             BOOKSAMILLION.COM, INC.
                                STOCK OPTION PLAN

                                    SECTION 1
                                     PURPOSE

         The purpose of this Plan is to promote the interests of the Company and
its stockholders by granting Options to purchase stock to Employees, Consultants
and Directors in order 1) to provide an additional incentive to each Employee,
Consultant or Director to work to increase the value of the Company's stock, and
2) to provide each Employee, Consultant or Director with a stake in the future
of the Company which corresponds to the stake of each of the Company's
stockholders.

                                    SECTION 2
                                   DEFINITIONS

         Each term set forth in this Section 2 shall have the meaning set forth
opposite such term for purposes of this Plan and, for purposes of such
definitions, the singular shall include the plural and the plural shall include
the singular.

         2.1      Administrator - means the Board or the Committee responsible
for conducting the general administration of the Plan, as applicable, in
accordance with Section 5 hereof.

         2.2      Board - means the Board of Directors of the Company.

         2.3      Change in Control - means (a) the acquisition of the power to
direct, or cause the direction of, the management and policies of the Company by
a person (not previously possessing such power), acting alone or in conjunction
with others, whether through the ownership of Stock, by contract or otherwise,
or (b) the acquisition, directly or indirectly, of the power to vote more than
50% of the outstanding Stock by any person or by two or more persons acting
together. For purposes of this definition, 1) the term "person" means a natural
person, corporation, partnership, joint venture, trust, government or
instrumentality of a government, and 2) customary agreements with or between
underwriters and selling group members with respect to a bona fide public
offering of Stock shall be disregarded.

         2.4      Code - means the Internal Revenue Code of 1986, as amended.

         2.5      Consultant - means any consultant or advisor if: (a) the
consultant or advisor renders bona fide services to the Company; (b) the
services rendered by the consultant or advisor are not in connection with the
offer or sale of securities in a capital raising transaction and do not directly
or indirectly promote or maintain a market for the Company's securities; and (c)
the consultant or advisor is a natural person.

         2.6      Committee - means the committee appointed by the Board to
administer this Plan in accordance with Section 5 hereof.

         2.7      Company - means booksamillion.com, Inc., an Alabama
corporation, and any successor to such corporation.

         2.8      Director - means any member of the Board who is not an
employee of the Company or a Subsidiary.

         2.9      Employee - means an officer or other employee (as defined in
Section 3401(c) of the Code) of any of the Company, any Parent Corporation or
any Subsidiary who the Administrator, acting in its absolute discretion, has
determined to be eligible for the grant of an Option under this Plan.


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         2.10     Exchange Act - means the Securities Exchange Act of 1934, as
amended.

         2.11     Fair Market Value - means (a) the closing price on any date
for a share of Stock as reported by The Wall Street Journal under the New York
Stock Exchange Composite Transactions quotation system (or under any successor
quotation system), or (b) if the Stock is not traded on the New York Stock
Exchange, under the quotation system under which such closing price is reported,
or (c) if The Wall Street Journal does not report such closing price, such
closing price as reported by a newspaper or trade journal selected by the
Administrator, or (d) if no such closing price is available on such date, such
closing price as so reported or so quoted in accordance with Section 2.9(a) for
the immediately preceding business day, or (e) if no newspaper or trade journal
reports such closing price or if no such price quotation is available, the price
which the Administrator acting in good faith determines through any reasonable
valuation method that a share of Stock might change hands between a willing
buyer and a willing seller, neither being under any compulsion to buy or to sell
and both having reasonable knowledge of the relevant facts.

         2.12     Independent Director - means a Director who is not an
Employee.

         2.13     ISO - means an option granted under this Plan to purchase
Stock which is intended by the Company to satisfy the requirements of Code
Section 422.

         2.14     Non-ISO - means an option granted under this Plan to purchase
Stock which is not intended by the Company to satisfy the requirements of Code
Section 422.

         2.15     Option - means an ISO or a Non-ISO.

         2.16     Option Certificate - means the written certificate or
instrument which sets forth the terms of an Option granted to an Employee,
Consultant or Director under this Plan.

         2.17     Option Price - means the price which shall be paid to purchase
one share of Stock upon the exercise of an Option granted under this Plan.

         2.18     Parent Corporation - means any corporation which is a parent
of the Company within the meaning of Section 424(e) of the Code.

         2.19     Plan - means this Booksamillion.com, Inc. Stock Option Plan,
as amended from time to time.

         2.20     Rule 16b-3 - means the exemption under Rule 16b-3 to
Section 16(b) of the Exchange Act or any successor to such rule.

         2.21     Stock - means the $0.01 par value common stock of the Company.

         2.22     Subsidiary - means a corporation which is a subsidiary
corporation (within the meaning of Section 424(f) of the Code) of the Company.

         2.23     Ten Percent Stockholder - means a person who owns (after
taking into account the attribution rules of code Section 424(d)) more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company or of its Parent Corporation or its Subsidiary.

                                    SECTION 3
                         SHARES RESERVED UNDER THE PLAN

         There shall be 10,000 shares of Stock reserved for use under this Plan,
and such shares of Stock shall be reserved to the extent that the Company deems
appropriate from authorized but unissued shares of Stock and from shares of
Stock which have been reacquired by the Company. Furthermore, any shares of
Stock subject to an Option which remain unissued after the cancellation,
expiration or exchange of such Option thereafter shall again become available
for use under this Plan.


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                                    SECTION 4
                                 EFFECTIVE DATE

         The effective date of this Plan shall be the date it is adopted by the
Board, provided that the stockholders of the Company shall approve this Plan
after the date of its adoption and, to the extent this Plan provides for the
issuance of ISOs, the stockholders of the Company shall approve those portions
of this Plan related to the granting of ISOs within twelve (12) months after the
date of adoption. If any Options are granted under this Plan before the date of
such stockholder approval, such Options automatically shall be granted subject
to such approval.

                                    SECTION 5
                                 ADMINISTRATION

         Unless and until the Board delegates administration to a Committee as
set forth below, the Plan shall be administered by the Board. The Board may
delegate administration of the Plan to a Committee or Committees of one or more
members of the Board, and the term "Committee" shall apply to any person or
persons to whom such authority has been delegated. If administration is
delegated to a Committee, the Committee shall have, in connection with the
administration of the Plan, the powers theretofore possessed by the Board,
including the power to delegate to a subcommittee any of the administrative
powers the Committee is authorized to exercise (and references in this Plan to
the Board shall thereafter be to the Committee or subcommittee), subject,
however, to such resolutions, not inconsistent with the provisions of the Plan,
as may be adopted from time to time by the Board. Notwithstanding the foregoing,
however, from and after the first date upon which shares of Stock are listed (or
approved for listing) upon notice of issuance on any securities exchange or
designated (or approved for designation) upon notice of issuance as a national
market security on an interdealer quotation system, a Committee of the Board
shall administer the Plan and the Committee shall consist solely of two or more
Independent Directors each of whom is both an "outside director," within the
meaning of Section 162(m) of the Code, and a "non-employee director" within the
meaning of Rule 16b-3. Within the scope of such authority, the Board or the
Committee may (a) delegate to a committee of one or more members of the Board
who are not Independent Directors the authority to grant awards under the Plan
to eligible persons who are either (i) not then "covered employees," within the
meaning of Section 162(m) of the Code and are not expected to be "covered
employees" at the time of recognition of income resulting from such award or
(ii) not persons with respect to whom the Company wishes to comply with Section
162(m) of the Code and/or (b) delegate to a committee of one or more members of
the Board who are not "non-employee directors," within the meaning of Rule
16b-3, the authority to grant awards under the Plan to eligible persons who are
not then subject to Section 16 of the Exchange Act. The Board may abolish the
Committee at any time and revest in the Board the administration of the Plan.
Appointment of Committee members shall be effective upon acceptance of
appointment. Committee members may resign at any time by delivering written
notice to the Board. Vacancies in the Committee may only be filled by the Board.

                                    SECTION 6
                                   ELIGIBILITY

         Only Employees, Consultants and Directors shall be eligible for the
grant of Options under this Plan; provided, however, that no ISO shall be
granted to any person who is not an Employee.

                                    SECTION 7
                                GRANT OF OPTIONS

         7.1      Administrator Action. The Administrator, acting in its
absolute discretion, shall have the right to grant Options to Employees,
Consultants and Directors under this Plan from time to time to purchase shares
of Stock and, further, shall have the right to grant new Options in exchange for
outstanding Options which have a higher or lower Option Price. Each grant of an
Option shall be evidenced by an Option Certificate, and each such Option
Certificate shall 1) specify whether the Option is an ISO or Non-ISO and 2)


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incorporate such other terms and conditions as the Administrator, acting in its
absolute discretion, deems consistent with the terms of this Plan, including
(without limitation) a restriction on the number of shares of Stock subject to
the Option which first become exercisable during any calendar year. If the
Administrator grants an ISO and a Non-ISO to an Employee on the same date, the
right of the Employee to exercise one such Option shall not be conditioned on
his or her failure to exercise the other such Option.

         7.2      $100,000 Limit. To the extent that the aggregate Fair Market
Value of Stock (determined as of the date the ISOs are granted) with respect to
which ISOs first become exercisable in any calendar year exceeds $100,000, such
Options in excess of the limitation shall be treated as Non-ISOs. The Fair
Market Value of the Stock subject to any other option (determined as of the date
such option was granted) which 1) satisfies the requirements of Section 422 of
the Code and 2) is granted to an Employee under a plan maintained by the
Company, a Subsidiary or a Parent Corporation shall be treated (for purposes of
this $100,000 limitation) as if granted under this Plan. This $100,000
limitation shall be administered in accordance with the rules under Section
422(d) of the Code.

                                    SECTION 8
                                  OPTION PRICE

         The Option Price for each share of Stock subject to an ISO shall be no
less than the Fair Market Value of a share of Stock on the date the ISO is
granted; provided, however, if the Option is an ISO granted to a Ten Percent
Stockholder, the Option Price for each share of Stock subject to such ISO shall
be no less than 110% of the Fair Market Value of a share of Stock on the date
such ISO is granted. The Option Price for each share of Stock subject to a
Non-ISO which is granted to an Employee, Consultant or Director may (in the
absolute discretion of the Administrator) be more or less than or equal to the
Fair Market value of a share of Stock on the date the Non-ISO is granted;
provided, however, that in no event shall the Option Price be less than adequate
consideration as determined by the Administrator. The Option Price shall be
payable in full upon the exercise of any Option and, at the discretion of the
Administrator, an Option Certificate can provide for the payment of the Option
Price either in cash, by check, by means of a full recourse promissory note, in
Stock or in such other form as is acceptable to the Administrator. Any payment
made in Stock shall be treated as equal to the Fair Market Value of such Stock
on the date the properly endorsed certificate for such Stock is delivered to the
Administrator or its delegate.

                                    SECTION 9
                                 EXERCISE PERIOD

         Each Option granted under this Plan to an Employee, Consultant or
Director shall be exercisable in whole or in part at such time or times as set
forth in the related Option Certificate, but no Option Certificate shall make an
ISO exercisable after the earlier of:

         (a) The date which is the fifth anniversary of the date the Option is
granted, if the Option is an ISO and the Employee is a Ten Percent Stockholder
on the date the Option is granted, or

         (b) The date which is the tenth anniversary of the date the Option is
granted, if the Option is an ISO which is granted to an Employee who is not a
Ten Percent Stockholder on the date the Option is granted.

         An Option Certificate may provide for (x) the exercise of an Option
granted to an Employee after the employment of such Employee has terminated for
any reason whatsoever, including death or disability, (y) the exercise of an
Option granted to a Director after the termination of such Director's services
as a Director for any reason whatsoever, including death or disability or (z)
the exercise of an Option granted to a Consultant after the termination of such
Consultant's services as a Consultant for any reason whatsoever, including death
or disability.


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                                   SECTION 10
                               NONTRANSFERABILITY

         No Option granted under this Plan shall be transferable by an Employee,
Consultant or Director other than by will or by the laws of descent and
distribution, and such Option shall be exercisable during the lifetime of an
Employee, Consultant or Director only by such Employee, Consultant or Director.
The person or persons to whom an Option is transferred by will or by the laws of
descent and distribution thereafter shall be treated for purposes of such Option
as the Employee, Consultant or Director under this Plan.

                                   SECTION 11
                             SECURITIES REGISTRATION

         Each Option Certificate shall provide that, upon the receipt of shares
of Stock as a result of the exercise of an Option, the Employee, Consultant or
Director shall, if so requested by the Company, hold such shares of Stock for
investment and not with a view to resale or distribution to the public and, if
so requested by the Company, shall deliver to the Company a written statement
satisfactory to the Company to that effect. Each Option Certificate also shall
provide that, if so requested by the Company, the Employee, Consultant or
Director shall make a written representation to the Company that he or she will
not sell or offer to sell any of such Stock unless a registration statement
shall be in effect with respect to such Stock under the Securities Act of 1933,
as amended ("1933 Act") and any applicable state securities law or unless he or
she shall have furnished to the Company an opinion, in form and substance
satisfactory to the Company, of legal counsel acceptable to the Company, that
such registration is not required. Certificates representing the Stock
transferred upon the exercise of an Option granted under this Plan may at the
discretion of the Company bear a legend to the effect that such Stock has not
been registered under the 1933 Act or any applicable state securities law and
that such Stock may not be sold or offered for sale in the absence of an
effective registration statement as to such Stock under the 1933 Act and any
applicable state securities law or an opinion, in form and substance
satisfactory to the Company, of legal counsel acceptable to the Company, that
such registration is not required.

                                   SECTION 12
                                  LIFE OF PLAN

         No Option shall be granted under this Plan on or after the earlier of:

         (a) The tenth anniversary of the effective date of this Plan (as
determined under Section 4 of this Plan), in which event this Plan thereafter
shall continue in effect until all outstanding Options have been exercised in
full or no longer are exercisable, or

         (b) The date on which all of the Stock reserved under Section 3 of this
Plan has (as a result of the exercise of Options granted under this Plan) been
issued or no longer is available for use under this Plan, in which event this
Plan also shall terminate on such date.

                                   SECTION 13
                                   ADJUSTMENT

         The number of shares of Stock reserved under Section 3 of this Plan,
the number of shares of Stock subject to Options granted under this Plan and the
Option Price of such Options shall be adjusted by the Administrator in an
equitable manner to reflect any change in the capitalization of the Company,
including, but not limited to, such changes as stock dividends or stock splits.
The Administrator shall have the right to adjust (in a manner which satisfies
the requirements of Section 424(a) of the Code) the number of shares of Stock
reserved under Section 3 of this Plan, the number of shares of Stock subject to
Options granted under this Plan, and the Option Price of such Options in the
event of any corporate transaction described in Section 424(a) of the Code which
provides for the substitution or assumption of Options. If any adjustment under
this Section 13 would create a fractional share of Stock or a right to acquire a
fractional share of Stock, such fractional share


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shall be disregarded and the number of shares of Stock reserved under this Plan
and the number subject to any Options granted under this Plan shall be the next
lower number of shares of Stock, rounding all fractions downward. An adjustment
made under this Section 13 by the Administrator shall be conclusive and binding
on all affected persons.

                                   SECTION 14
                       SALE OR MERGER OR CHANGE IN CONTROL

         14.1     Sale or Merger. If the Company agrees to sell all or
substantially all of its assets for cash or property or for a combination of
cash and property or agrees to any merger, consolidation, reorganization,
division or other corporate transaction in which Stock is converted into another
security or into the right to receive securities or property and such agreement
does not provide for the assumption or substitution of the Options granted under
this Plan, each Option granted to an Employee, Consultant or Director may, at
the direction of the Administrator, 1) be cancelled unilaterally by the Company
(subject to such conditions, if any, as the Administrator deems appropriate
under the circumstances) in exchange for whole shares of Stock (and cash in lieu
of a fractional share) the number of which, if any, shall be determined by the
Administrator on a date set by the Administrator for this purpose by dividing
(a) the excess of the then Fair Market Value of the Stock then subject to
exercise under such Option (as determined without regard to any vesting schedule
for such Option) over the Option Price of such Stock by (b) the then Fair Market
Value of a share of such Stock, or 2) be cancelled unilaterally by the Company
if the Option Price equals or exceeds the Fair Market Value of a share of Stock
on such date.

         14.2     Change in Control. If there is a Change in Control of the
Company or a tender or exchange offer is made for Stock other than by the
Company, the Administrator thereafter shall have the right to take such action
with respect to any unexercised Options, or all such Options, as the
Administrator deems appropriate under the circumstances to protect the interest
of the Company in maintaining the integrity of such grants under this Plan,
including following the procedures set forth in Section 14.1 for a sale or
merger of the Company. The Administrator shall have the right to take different
action under this Section 14.2 with respect to different Employees, Consultants
or Directors or different groups of Employees, Consultants or Directors as the
Administrator deems appropriate under the circumstances.

                                   SECTION 15
                            AMENDMENT OR TERMINATION

         This Plan may be amended by the Administrator from time to time to the
extent that the Administrator deems necessary or appropriate; provided, however
(a) no such amendment shall be made absent the approval of the stockholders of
the Company required under Section 422 of the Code 1) to increase the number of
shares of Stock reserved under Section 3, or 2) to change the class of employees
eligible for Options under Section 6 and (b) no provision of this Plan shall be
amended more than once every 6 months if amending such provision would result
the in loss of an exemption under Rule 16b-3. Subject to the other limitations
set forth in this Section 15, any amendment which specifically applies to
Non-ISOs shall not require stockholder approval unless otherwise determined by
the Administrator. The Administrator also may suspend the granting of Options
under this Plan at any time and may terminate this Plan at any time; provided,
however, that the Administrator shall not have the right unilaterally to modify,
amend or cancel any Option granted before such suspension or termination unless
(x) the Employee, Consultant or Director consents in writing to such
modification, amendment or cancellation, or (y) there is a dissolution or
liquidation of the Company or a transaction described in Section 13 or Section
14 of this Plan.

                                   SECTION 16
                                  MISCELLANEOUS

         16.1     No Stockholder Rights. No Employee, Consultant or Director
shall have any rights as a stockholder of the Company as a result of the grant
of an Option to him or to her under this Plan or his or her


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exercise of such Option pending the actual delivery of Stock subject to such
Option to such Employee, Consultant or Director.

         16.2     No Contract of Employment. The grant of an Option to an
Employee, Consultant or Director under this Plan shall not constitute a contract
of employment a right to continue as a Consultant or a right to continue to
serve on the Board, as applicable and shall not confer on any Employee,
Consultant or Director any rights upon his or her termination of employment or
service in addition to those rights, if any, expressly set forth in the Option
Certificate which evidences his or her Option.

         16.3     Other Conditions. Each Option Certificate may require that an
Employee, Consultant or Director (as a condition to the exercise of an Option)
enter into any agreement or make such representations prepared by the Company,
including any agreement which restricts the transfer of Stock acquired pursuant
to the exercise of such Option or provides for the repurchase of such Stock by
the Company under certain circumstances.

         16.4     Withholding. The exercise of any Option granted under this
Plan shall constitute full and complete consent by an Employee, Consultant or
Director to whatever action the Administrator deems necessary or appropriate to
satisfy the federal and state tax withholding requirements, if any, which the
Administrator acting in its discretion deems applicable to such exercise. The
Administrator also shall have the right to provide in an Option Certificate that
an Employee, Consultant or Director may elect to satisfy federal and state
withholding requirements through a reduction in the number of shares of Stock
actually transferred to him or her under this Plan, and if the Employee,
Consultant or Director is subject to the reporting requirements under Section 16
of the Exchange Act, any such election and any such reduction shall be effected
so as to satisfy the conditions to the exemption under Rule 16b-3 under the
Exchange Act.

         16.5     Construction. This Plan shall be construed under the laws of
the State of Alabama.

                                    * * * * *

                  IN WITNESS WHEREOF, the Company has caused its duly authorized
officer to execute this Plan this 15th day of December, 2000 to evidence its
adoption of this Plan.


                                       BOOKSAMILLION.COM, INC.



                                       BY: /s/ Terrance G. Finley
                                          --------------------------------------


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                         AMERICAN INTERNET SERVICE, INC.
                                STOCK OPTION PLAN

                                    SECTION 1
                                     PURPOSE

         The purpose of this Plan is to promote the interests of the Company and
its stockholders by granting Options to purchase stock to Employees, Consultants
and Directors in order 1) to provide an additional incentive to each Employee,
Consultant or Director to work to increase the value of the Company's stock, and
2) to provide each Employee, Consultant or Director with a stake in the future
of the Company which corresponds to the stake of each of the Company's
stockholders.

                                    SECTION 2
                                   DEFINITIONS

         Each term set forth in this Section 2 shall have the meaning set forth
opposite such term for purposes of this Plan and, for purposes of such
definitions, the singular shall include the plural and the plural shall include
the singular.

         2.1      Administrator - means the Board or the Committee responsible
for conducting the general administration of the Plan, as applicable, in
accordance with Section 5 hereof.

         2.2      Board - means the Board of Directors of the Company.

         2.3      Change in Control - means (a) the acquisition of the power to
direct, or cause the direction of, the management and policies of the Company by
a person (not previously possessing such power), acting alone or in conjunction
with others, whether through the ownership of Stock, by contract or otherwise,
or (b) the acquisition, directly or indirectly, of the power to vote more than
50% of the outstanding Stock by any person or by two or more persons acting
together. For purposes of this definition, 1) the term "person" means a natural
person, corporation, partnership, joint venture, trust, government or
instrumentality of a government, and 2) customary agreements with or between
underwriters and selling group members with respect to a bona fide public
offering of Stock shall be disregarded.

         2.4      Code - means the Internal Revenue Code of 1986, as amended.

         2.5      Consultant - means any consultant or advisor if: (a) the
consultant or advisor renders bona fide services to the Company; (b) the
services rendered by the consultant or advisor are not in connection with the
offer or sale of securities in a capital raising transaction and do not directly
or indirectly promote or maintain a market for the Company's securities; and (c)
the consultant or advisor is a natural person.

         2.6      Committee - means the committee appointed by the Board to
administer this Plan in accordance with Section 5 hereof.

         2.7      Company - means American Internet Service, Inc., an Alabama
corporation, and any successor to such corporation.

         2.8      Director - means any member of the Board who is not an
employee of the Company or a Subsidiary.

         2.9      Employee - means an officer or other employee (as defined in
Section 3401(c) of the Code) of any of the Company, any Parent Corporation or
any Subsidiary who the Administrator, acting in its absolute discretion, has
determined to be eligible for the grant of an Option under this Plan.

         2.10     Exchange Act - means the Securities Exchange Act of 1934, as
amended.


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         2.11     Fair Market Value - means (a) the closing price on any date
for a share of Stock as reported by The Wall Street Journal under the New York
Stock Exchange Composite Transactions quotation system (or under any successor
quotation system), or (b) if the Stock is not traded on the New York Stock
Exchange, under the quotation system under which such closing price is reported,
or (c) if The Wall Street Journal does not report such closing price, such
closing price as reported by a newspaper or trade journal selected by the
Administrator, or (d) if no such closing price is available on such date, such
closing price as so reported or so quoted in accordance with Section 2.9(a) for
the immediately preceding business day, or (e) if no newspaper or trade journal
reports such closing price or if no such price quotation is available, the price
which the Administrator acting in good faith determines through any reasonable
valuation method that a share of Stock might change hands between a willing
buyer and a willing seller, neither being under any compulsion to buy or to sell
and both having reasonable knowledge of the relevant facts.

         2.12     Independent Director - means a Director who is not an
Employee.

         2.13     ISO - means an option granted under this Plan to purchase
Stock which is intended by the Company to satisfy the requirements of Code
Section 422.

         2.14     Non-ISO - means an option granted under this Plan to purchase
Stock which is not intended by the Company to satisfy the requirements of Code
Section 422.

         2.15     Option - means an ISO or a Non-ISO.

         2.16     Option Certificate - means the written certificate or
instrument which sets forth the terms of an Option granted to an Employee,
Consultant or Director under this Plan.

         2.17     Option Price - means the price which shall be paid to purchase
one share of Stock upon the exercise of an Option granted under this Plan.

         2.18     Parent Corporation - means any corporation which is a parent
of the Company within the meaning of Section 424(e) of the Code.

         2.19     Plan - means this American Internet Service, Inc. Stock Option
Plan, as amended from time to time.

         2.20     Rule 16b-3 - means the exemption under Rule 16b-3 to
Section 16(b) of the Exchange Act or any successor to such rule.

         2.21     Stock - means the $0.01 par value common stock of the Company.

         2.22     Subsidiary - means a corporation which is a subsidiary
corporation (within the meaning of Section 424(f) of the Code) of the Company.

         2.23     Ten Percent Stockholder - means a person who owns (after
taking into account the attribution rules of code Section 424(d)) more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company or of its Parent Corporation or its Subsidiary.

                                    SECTION 3
                         SHARES RESERVED UNDER THE PLAN

         There shall be 10,000 shares of Stock reserved for use under this Plan,
and such shares of Stock shall be reserved to the extent that the Company deems
appropriate from authorized but unissued shares of Stock and from shares of
Stock which have been reacquired by the Company. Furthermore, any shares of
Stock subject to an Option which remain unissued after the cancellation,
expiration or exchange of such Option thereafter shall again become available
for use under this Plan.


<PAGE>   11

                                    SECTION 4
                                 EFFECTIVE DATE

         The effective date of this Plan shall be the date it is adopted by the
Board, provided that the stockholders of the Company shall approve this Plan
after the date of its adoption and, to the extent this Plan provides for the
issuance of ISOs, the stockholders of the Company shall approve those portions
of this Plan related to the granting of ISOs within twelve (12) months after the
date of adoption. If any Options are granted under this Plan before the date of
such stockholder approval, such Options automatically shall be granted subject
to such approval.

                                    SECTION 5
                                 ADMINISTRATION

         Unless and until the Board delegates administration to a Committee as
set forth below, the Plan shall be administered by the Board. The Board may
delegate administration of the Plan to a Committee or Committees of one or more
members of the Board, and the term "Committee" shall apply to any person or
persons to whom such authority has been delegated. If administration is
delegated to a Committee, the Committee shall have, in connection with the
administration of the Plan, the powers theretofore possessed by the Board,
including the power to delegate to a subcommittee any of the administrative
powers the Committee is authorized to exercise (and references in this Plan to
the Board shall thereafter be to the Committee or subcommittee), subject,
however, to such resolutions, not inconsistent with the provisions of the Plan,
as may be adopted from time to time by the Board. Notwithstanding the foregoing,
however, from and after the first date upon which shares of Stock are listed (or
approved for listing) upon notice of issuance on any securities exchange or
designated (or approved for designation) upon notice of issuance as a national
market security on an interdealer quotation system, a Committee of the Board
shall administer the Plan and the Committee shall consist solely of two or more
Independent Directors each of whom is both an "outside director," within the
meaning of Section 162(m) of the Code, and a "non-employee director" within the
meaning of Rule 16b-3. Within the scope of such authority, the Board or the
Committee may (a) delegate to a committee of one or more members of the Board
who are not Independent Directors the authority to grant awards under the Plan
to eligible persons who are either (i) not then "covered employees," within the
meaning of Section 162(m) of the Code and are not expected to be "covered
employees" at the time of recognition of income resulting from such award or
(ii) not persons with respect to whom the Company wishes to comply with Section
162(m) of the Code and/or (b) delegate to a committee of one or more members of
the Board who are not "non-employee directors," within the meaning of Rule
16b-3, the authority to grant awards under the Plan to eligible persons who are
not then subject to Section 16 of the Exchange Act. The Board may abolish the
Committee at any time and revest in the Board the administration of the Plan.
Appointment of Committee members shall be effective upon acceptance of
appointment. Committee members may resign at any time by delivering written
notice to the Board. Vacancies in the Committee may only be filled by the Board.

                                    SECTION 6
                                   ELIGIBILITY

         Only Employees, Consultants and Directors shall be eligible for the
grant of Options under this Plan; provided, however, that no ISO shall be
granted to any person who is not an Employee.

                                    SECTION 7
                                GRANT OF OPTIONS

         7.1      Administrator Action. The Administrator, acting in its
absolute discretion, shall have the right to grant Options to Employees,
Consultants and Directors under this Plan from time to time to purchase shares
of Stock and, further, shall have the right to grant new Options in exchange for
outstanding Options which have a higher or lower Option Price. Each grant of an
Option shall be evidenced by an Option Certificate, and each such Option
Certificate shall 1) specify whether the Option is an ISO or Non-ISO and 2)


<PAGE>   12

incorporate such other terms and conditions as the Administrator, acting in its
absolute discretion, deems consistent with the terms of this Plan, including
(without limitation) a restriction on the number of shares of Stock subject to
the Option which first become exercisable during any calendar year. If the
Administrator grants an ISO and a Non-ISO to an Employee on the same date, the
right of the Employee to exercise one such Option shall not be conditioned on
his or her failure to exercise the other such Option.

         7.2      $100,000 Limit. To the extent that the aggregate Fair Market
Value of Stock (determined as of the date the ISOs are granted) with respect to
which ISOs first become exercisable in any calendar year exceeds $100,000, such
Options in excess of the limitation shall be treated as Non-ISOs. The Fair
Market Value of the Stock subject to any other option (determined as of the date
such option was granted) which 1) satisfies the requirements of Section 422 of
the Code and 2) is granted to an Employee under a plan maintained by the
Company, a Subsidiary or a Parent Corporation shall be treated (for purposes of
this $100,000 limitation) as if granted under this Plan. This $100,000
limitation shall be administered in accordance with the rules under Section
422(d) of the Code.

                                    SECTION 8
                                  OPTION PRICE

         The Option Price for each share of Stock subject to an ISO shall be no
less than the Fair Market Value of a share of Stock on the date the ISO is
granted; provided, however, if the Option is an ISO granted to a Ten Percent
Stockholder, the Option Price for each share of Stock subject to such ISO shall
be no less than 110% of the Fair Market Value of a share of Stock on the date
such ISO is granted. The Option Price for each share of Stock subject to a
Non-ISO which is granted to an Employee, Consultant or Director may (in the
absolute discretion of the Administrator) be more or less than or equal to the
Fair Market value of a share of Stock on the date the Non-ISO is granted;
provided, however, that in no event shall the Option Price be less than adequate
consideration as determined by the Administrator. The Option Price shall be
payable in full upon the exercise of any Option and, at the discretion of the
Administrator, an Option Certificate can provide for the payment of the Option
Price either in cash, by check, by means of a full recourse promissory note, in
Stock or in such other form as is acceptable to the Administrator. Any payment
made in Stock shall be treated as equal to the Fair Market Value of such Stock
on the date the properly endorsed certificate for such Stock is delivered to the
Administrator or its delegate.

                                    SECTION 9
                                 EXERCISE PERIOD

         Each Option granted under this Plan to an Employee, Consultant or
Director shall be exercisable in whole or in part at such time or times as set
forth in the related Option Certificate, but no Option Certificate shall make an
ISO exercisable after the earlier of:

         (a) The date which is the fifth anniversary of the date the Option is
granted, if the Option is an ISO and the Employee is a Ten Percent Stockholder
on the date the Option is granted, or

         (b) The date which is the tenth anniversary of the date the Option is
granted, if the Option is an ISO which is granted to an Employee who is not a
Ten Percent Stockholder on the date the Option is granted.

         An Option Certificate may provide for (x) the exercise of an Option
granted to an Employee after the employment of such Employee has terminated for
any reason whatsoever, including death or disability, (y) the exercise of an
Option granted to a Director after the termination of such Director's services
as a Director for any reason whatsoever, including death or disability or (z)
the exercise of an Option granted to a Consultant after the termination of such
Consultant's services as a Consultant for any reason whatsoever, including death
or disability.


<PAGE>   13

                                   SECTION 10
                               NONTRANSFERABILITY

         No Option granted under this Plan shall be transferable by an Employee,
Consultant or Director other than by will or by the laws of descent and
distribution, and such Option shall be exercisable during the lifetime of an
Employee, Consultant or Director only by such Employee, Consultant or Director.
The person or persons to whom an Option is transferred by will or by the laws of
descent and distribution thereafter shall be treated for purposes of such Option
as the Employee, Consultant or Director under this Plan.

                                   SECTION 11
                             SECURITIES REGISTRATION

         Each Option Certificate shall provide that, upon the receipt of shares
of Stock as a result of the exercise of an Option, the Employee, Consultant or
Director shall, if so requested by the Company, hold such shares of Stock for
investment and not with a view to resale or distribution to the public and, if
so requested by the Company, shall deliver to the Company a written statement
satisfactory to the Company to that effect. Each Option Certificate also shall
provide that, if so requested by the Company, the Employee, Consultant or
Director shall make a written representation to the Company that he or she will
not sell or offer to sell any of such Stock unless a registration statement
shall be in effect with respect to such Stock under the Securities Act of 1933,
as amended ("1933 Act") and any applicable state securities law or unless he or
she shall have furnished to the Company an opinion, in form and substance
satisfactory to the Company, of legal counsel acceptable to the Company, that
such registration is not required. Certificates representing the Stock
transferred upon the exercise of an Option granted under this Plan may at the
discretion of the Company bear a legend to the effect that such Stock has not
been registered under the 1933 Act or any applicable state securities law and
that such Stock may not be sold or offered for sale in the absence of an
effective registration statement as to such Stock under the 1933 Act and any
applicable state securities law or an opinion, in form and substance
satisfactory to the Company, of legal counsel acceptable to the Company, that
such registration is not required.

                                   SECTION 12
                                  LIFE OF PLAN

         No Option shall be granted under this Plan on or after the earlier of:

         (a) The tenth anniversary of the effective date of this Plan (as
determined under Section 4 of this Plan), in which event this Plan thereafter
shall continue in effect until all outstanding Options have been exercised in
full or no longer are exercisable, or

         (b) The date on which all of the Stock reserved under Section 3 of this
Plan has (as a result of the exercise of Options granted under this Plan) been
issued or no longer is available for use under this Plan, in which event this
Plan also shall terminate on such date.

                                   SECTION 13
                                   ADJUSTMENT

         The number of shares of Stock reserved under Section 3 of this Plan,
the number of shares of Stock subject to Options granted under this Plan and the
Option Price of such Options shall be adjusted by the Administrator in an
equitable manner to reflect any change in the capitalization of the Company,
including, but not limited to, such changes as stock dividends or stock splits.
The Administrator shall have the right to adjust (in a manner which satisfies
the requirements of Section 424(a) of the Code) the number of shares of Stock
reserved under Section 3 of this Plan, the number of shares of Stock subject to
Options granted under this Plan, and the Option Price of such Options in the
event of any corporate transaction described in Section 424(a) of the Code which
provides for the substitution or assumption of Options. If any adjustment under
this Section 13 would create a fractional share of Stock or a right to acquire a
fractional share of Stock, such fractional share


<PAGE>   14

shall be disregarded and the number of shares of Stock reserved under this Plan
and the number subject to any Options granted under this Plan shall be the next
lower number of shares of Stock, rounding all fractions downward. An adjustment
made under this Section 13 by the Administrator shall be conclusive and binding
on all affected persons.

                                   SECTION 14
                       SALE OR MERGER OR CHANGE IN CONTROL

         14.1     Sale or Merger. If the Company agrees to sell all or
substantially all of its assets for cash or property or for a combination of
cash and property or agrees to any merger, consolidation, reorganization,
division or other corporate transaction in which Stock is converted into another
security or into the right to receive securities or property and such agreement
does not provide for the assumption or substitution of the Options granted under
this Plan, each Option granted to an Employee, Consultant or Director may, at
the direction of the Administrator, 1) be cancelled unilaterally by the Company
(subject to such conditions, if any, as the Administrator deems appropriate
under the circumstances) in exchange for whole shares of Stock (and cash in lieu
of a fractional share) the number of which, if any, shall be determined by the
Administrator on a date set by the Administrator for this purpose by dividing
(a) the excess of the then Fair Market Value of the Stock then subject to
exercise under such Option (as determined without regard to any vesting schedule
for such Option) over the Option Price of such Stock by (b) the then Fair Market
Value of a share of such Stock, or 2) be cancelled unilaterally by the Company
if the Option Price equals or exceeds the Fair Market Value of a share of Stock
on such date.

         14.2     Change in Control. If there is a Change in Control of the
Company or a tender or exchange offer is made for Stock other than by the
Company, the Administrator thereafter shall have the right to take such action
with respect to any unexercised Options, or all such Options, as the
Administrator deems appropriate under the circumstances to protect the interest
of the Company in maintaining the integrity of such grants under this Plan,
including following the procedures set forth in Section 14.1 for a sale or
merger of the Company. The Administrator shall have the right to take different
action under this Section 14.2 with respect to different Employees, Consultants
or Directors or different groups of Employees, Consultants or Directors as the
Administrator deems appropriate under the circumstances.

                                   SECTION 15
                            AMENDMENT OR TERMINATION

         This Plan may be amended by the Administrator from time to time to the
extent that the Administrator deems necessary or appropriate; provided, however
(a) no such amendment shall be made absent the approval of the stockholders of
the Company required under Section 422 of the Code 1) to increase the number of
shares of Stock reserved under Section 3, or 2) to change the class of employees
eligible for Options under Section 6 and (b) no provision of this Plan shall be
amended more than once every 6 months if amending such provision would result
in the loss of an exemption under Rule 16b-3. Subject to the other limitations
set forth in this Section 15, any amendment which specifically applies to
Non-ISOs shall not require stockholder approval unless otherwise determined by
the Administrator. The Administrator also may suspend the granting of Options
under this Plan at any time and may terminate this Plan at any time; provided,
however, that the Administrator shall not have the right unilaterally to modify,
amend or cancel any Option granted before such suspension or termination unless
(x) the Employee, Consultant or Director consents in writing to such
modification, amendment or cancellation, or (y) there is a dissolution or
liquidation of the Company or a transaction described in Section 13 or Section
14 of this Plan.

                                   SECTION 16
                                  MISCELLANEOUS

         16.1     No Stockholder Rights. No Employee, Consultant or Director
shall have any rights as a stockholder of the Company as a result of the grant
of an Option to him or to her under this Plan or his or her


<PAGE>   15

exercise of such Option pending the actual delivery of Stock subject to such
Option to such Employee, Consultant or Director.

         16.2     No Contract of Employment. The grant of an Option to an
Employee, Consultant or Director under this Plan shall not constitute a contract
of employment, a right to continue as a Consultant or a right to continue to
serve on the Board, as applicable and shall not confer on any Employee,
Consultant or Director any rights upon his or her termination of employment or
service in addition to those rights, if any, expressly set forth in the Option
Certificate which evidences his or her Option.

         16.3     Other Conditions. Each Option Certificate may require that an
Employee, Consultant or Director (as a condition to the exercise of an Option)
enter into any agreement or make such representations prepared by the Company,
including any agreement which restricts the transfer of Stock acquired pursuant
to the exercise of such Option or provides for the repurchase of such Stock by
the Company under certain circumstances.

         16.4     Withholding. The exercise of any Option granted under this
Plan shall constitute full and complete consent by an Employee, Consultant or
Director to whatever action the Administrator deems necessary or appropriate to
satisfy the federal and state tax withholding requirements, if any, which the
Administrator acting in its discretion deems applicable to such exercise. The
Administrator also shall have the right to provide in an Option Certificate that
an Employee, Consultant or Director may elect to satisfy federal and state
withholding requirements through a reduction in the number of shares of Stock
actually transferred to him or her under this Plan, and if the Employee,
Consultant or Director is subject to the reporting requirements under Section 16
of the Exchange Act, any such election and any such reduction shall be effected
so as to satisfy the conditions to the exemption under Rule 16b-3 under the
Exchange Act.

         16.5     Construction. This Plan shall be construed under the laws of
the State of Alabama.

                                    * * * * *

                  IN WITNESS WHEREOF, the Company has caused its duly authorized
officer to execute this Plan this 28th day of December, 2000 to evidence its
adoption of this Plan.


                                       AMERICAN INTERNET SERVICE, INC.



                                       BY:  /s/ Terrance G. Finley
                                          --------------------------------------


<PAGE>   16

                                NETCENTRAL, INC.
                                STOCK OPTION PLAN

                                    SECTION 1
                                     PURPOSE

         The purpose of this Plan is to promote the interests of the Company and
its stockholders by granting Options to purchase stock to Employees, Consultants
and Directors in order 1) to provide an additional incentive to each Employee,
Consultant or Director to work to increase the value of the Company's stock, and
2) to provide each Employee, Consultant or Director with a stake in the future
of the Company which corresponds to the stake of each of the Company's
stockholders.

                                    SECTION 2
                                   DEFINITIONS

         Each term set forth in this Section 2 shall have the meaning set forth
opposite such term for purposes of this Plan and, for purposes of such
definitions, the singular shall include the plural and the plural shall include
the singular.

         2.1      Administrator - means the Board or the Committee responsible
for conducting the general administration of the Plan, as applicable, in
accordance with Section 5 hereof.

         2.2      Board - means the Board of Directors of the Company.

         2.3      Change in Control - means (a) the acquisition of the power to
direct, or cause the direction of, the management and policies of the Company by
a person (not previously possessing such power), acting alone or in conjunction
with others, whether through the ownership of Stock, by contract or otherwise,
or (b) the acquisition, directly or indirectly, of the power to vote more than
50% of the outstanding Stock by any person or by two or more persons acting
together. For purposes of this definition, 1) the term "person" means a natural
person, corporation, partnership, joint venture, trust, government or
instrumentality of a government, and 2) customary agreements with or between
underwriters and selling group members with respect to a bona fide public
offering of Stock shall be disregarded.

         2.4      Code - means the Internal Revenue Code of 1986, as amended.

         2.5      Consultant - means any consultant or advisor if: (a) the
consultant or advisor renders bona fide services to the Company; (b) the
services rendered by the consultant or advisor are not in connection with the
offer or sale of securities in a capital raising transaction and do not directly
or indirectly promote or maintain a market for the Company's securities; and (c)
the consultant or advisor is a natural person.

         2.6      Committee - means the committee appointed by the Board to
administer this Plan in accordance with Section 5 hereof.

         2.7      Company - means NetCentral, Inc., a Tennessee corporation, and
any successor to such corporation.

         2.8      Director - means any member of the Board who is not an
employee of the Company or a Subsidiary.

         2.9      Employee - means an officer or other employee (as defined in
Section 3401(c) of the Code) of any of the Company, any Parent Corporation or
any Subsidiary who the Administrator, acting in its absolute discretion, has
determined to be eligible for the grant of an Option under this Plan.


<PAGE>   17

         2.10     Exchange Act - means the Securities Exchange Act of 1934, as
amended.

         2.11     Fair Market Value - means (a) the closing price on any date
for a share of Stock as reported by The Wall Street Journal under the New York
Stock Exchange Composite Transactions quotation system (or under any successor
quotation system), or (b) if the Stock is not traded on the New York Stock
Exchange, under the quotation system under which such closing price is reported,
or (c) if The Wall Street Journal does not report such closing price, such
closing price as reported by a newspaper or trade journal selected by the
Administrator, or (d) if no such closing price is available on such date, such
closing price as so reported or so quoted in accordance with Section 2.9(a) for
the immediately preceding business day, or (e) if no newspaper or trade journal
reports such closing price or if no such price quotation is available, the price
which the Administrator acting in good faith determines through any reasonable
valuation method that a share of Stock might change hands between a willing
buyer and a willing seller, neither being under any compulsion to buy or to sell
and both having reasonable knowledge of the relevant facts.

         2.12     Independent Director - means a Director who is not an
Employee.

         2.13     ISO - means an option granted under this Plan to purchase
Stock which is intended by the Company to satisfy the requirements of Code
Section 422.

         2.14     Non-ISO - means an option granted under this Plan to purchase
Stock which is not intended by the Company to satisfy the requirements of Code
Section 422.

         2.15     Option - means an ISO or a Non-ISO.

         2.16     Option Certificate - means the written certificate or
instrument which sets forth the terms of an Option granted to an Employee,
Consultant or Director under this Plan.

         2.17     Option Price - means the price which shall be paid to purchase
one share of Stock upon the exercise of an Option granted under this Plan.

         2.18     Parent Corporation - means any corporation which is a parent
of the Company within the meaning of Section 424(e) of the Code.

         2.19     Plan - means this NetCentral, Inc. Stock Option Plan, as
amended from time to time.

         2.20     Rule 16b-3 - means the exemption under Rule 16b-3 to
Section 16(b) of the Exchange Act or any successor to such rule.

         2.21     Stock - means the $0.01 par value common stock of the Company.

         2.22     Subsidiary - means a corporation which is a subsidiary
corporation (within the meaning of Section 424(f) of the Code) of the Company.

         2.23     Ten Percent Stockholder - means a person who owns (after
taking into account the attribution rules of code Section 424(d)) more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company or of its Parent Corporation or its Subsidiary.

                                    SECTION 3
                         SHARES RESERVED UNDER THE PLAN

         There shall be 10,000 shares of Stock reserved for use under this Plan,
and such shares of Stock shall be reserved to the extent that the Company deems
appropriate from authorized but unissued shares of Stock and from shares of
Stock which have been reacquired by the Company. Furthermore, any shares of
Stock subject to an Option which remain unissued after the cancellation,
expiration or exchange of such Option thereafter shall again become available
for use under this Plan.


<PAGE>   18

                                    SECTION 4
                                 EFFECTIVE DATE

         The effective date of this Plan shall be the date it is adopted by the
Board, provided that the stockholders of the Company shall approve this Plan
after the date of its adoption and, to the extent this Plan provides for the
issuance of ISOs, the stockholders of the Company shall approve those portions
of this Plan related to the granting of ISOs within twelve (12) months after the
date of adoption. If any Options are granted under this Plan before the date of
such stockholder approval, such Options automatically shall be granted subject
to such approval.

                                    SECTION 5
                                 ADMINISTRATION

         Unless and until the Board delegates administration to a Committee as
set forth below, the Plan shall be administered by the Board. The Board may
delegate administration of the Plan to a Committee or Committees of one or more
members of the Board, and the term "Committee" shall apply to any person or
persons to whom such authority has been delegated. If administration is
delegated to a Committee, the Committee shall have, in connection with the
administration of the Plan, the powers theretofore possessed by the Board,
including the power to delegate to a subcommittee any of the administrative
powers the Committee is authorized to exercise (and references in this Plan to
the Board shall thereafter be to the Committee or subcommittee), subject,
however, to such resolutions, not inconsistent with the provisions of the Plan,
as may be adopted from time to time by the Board. Notwithstanding the foregoing,
however, from and after the first date upon which shares of Stock are listed (or
approved for listing) upon notice of issuance on any securities exchange or
designated (or approved for designation) upon notice of issuance as a national
market security on an interdealer quotation system, a Committee of the Board
shall administer the Plan and the Committee shall consist solely of two or more
Independent Directors each of whom is both an "outside director," within the
meaning of Section 162(m) of the Code, and a "non-employee director" within the
meaning of Rule 16b-3. Within the scope of such authority, the Board or the
Committee may (a) delegate to a committee of one or more members of the Board
who are not Independent Directors the authority to grant awards under the Plan
to eligible persons who are either (i) not then "covered employees," within the
meaning of Section 162(m) of the Code and are not expected to be "covered
employees" at the time of recognition of income resulting from such award or
(ii) not persons with respect to whom the Company wishes to comply with Section
162(m) of the Code and/or (b) delegate to a committee of one or more members of
the Board who are not "non-employee directors," within the meaning of Rule
16b-3, the authority to grant awards under the Plan to eligible persons who are
not then subject to Section 16 of the Exchange Act. The Board may abolish the
Committee at any time and revest in the Board the administration of the Plan.
Appointment of Committee members shall be effective upon acceptance of
appointment. Committee members may resign at any time by delivering written
notice to the Board. Vacancies in the Committee may only be filled by the Board.

                                    SECTION 6
                                   ELIGIBILITY

         Only Employees, Consultants and Directors shall be eligible for the
grant of Options under this Plan; provided, however, that no ISO shall be
granted to any person who is not an Employee.

                                    SECTION 7
                                GRANT OF OPTIONS

         7.1      Administrator Action. The Administrator, acting in its
absolute discretion, shall have the right to grant Options to Employees,
Consultants and Directors under this Plan from time to time to purchase shares
of Stock and, further, shall have the right to grant new Options in exchange for
outstanding Options which have a higher or lower Option Price. Each grant of an
Option shall be evidenced by an Option Certificate, and each such Option
Certificate shall 1) specify whether the Option is an ISO or Non-ISO and 2)


<PAGE>   19

incorporate such other terms and conditions as the Administrator, acting in its
absolute discretion, deems consistent with the terms of this Plan, including
(without limitation) a restriction on the number of shares of Stock subject to
the Option which first become exercisable during any calendar year. If the
Administrator grants an ISO and a Non-ISO to an Employee on the same date, the
right of the Employee to exercise one such Option shall not be conditioned on
his or her failure to exercise the other such Option.

         7.2      $100,000 Limit. To the extent that the aggregate Fair Market
Value of Stock (determined as of the date the ISOs are granted) with respect to
which ISOs first become exercisable in any calendar year exceeds $100,000, such
Options in excess of the limitation shall be treated as Non-ISOs. The Fair
Market Value of the Stock subject to any other option (determined as of the date
such option was granted) which 1) satisfies the requirements of Section 422 of
the Code and 2) is granted to an Employee under a plan maintained by the
Company, a Subsidiary or a Parent Corporation shall be treated (for purposes of
this $100,000 limitation) as if granted under this Plan. This $100,000
limitation shall be administered in accordance with the rules under Section
422(d) of the Code.

                                    SECTION 8
                                  OPTION PRICE

         The Option Price for each share of Stock subject to an ISO shall be no
less than the Fair Market Value of a share of Stock on the date the ISO is
granted; provided, however, if the Option is an ISO granted to a Ten Percent
Stockholder, the Option Price for each share of Stock subject to such ISO shall
be no less than 110% of the Fair Market Value of a share of Stock on the date
such ISO is granted. The Option Price for each share of Stock subject to a
Non-ISO which is granted to an Employee, Consultant or Director may (in the
absolute discretion of the Administrator) be more or less than or equal to the
Fair Market value of a share of Stock on the date the Non-ISO is granted;
provided, however, that in no event shall the Option Price be less than adequate
consideration as determined by the Administrator. The Option Price shall be
payable in full upon the exercise of any Option and, at the discretion of the
Administrator, an Option Certificate can provide for the payment of the Option
Price either in cash, by check, by means of a full recourse promissory note, in
Stock or in such other form as is acceptable to the Administrator. Any payment
made in Stock shall be treated as equal to the Fair Market Value of such Stock
on the date the properly endorsed certificate for such Stock is delivered to the
Administrator or its delegate.

                                    SECTION 9
                                 EXERCISE PERIOD

         Each Option granted under this Plan to an Employee, Consultant or
Director shall be exercisable in whole or in part at such time or times as set
forth in the related Option Certificate, but no Option Certificate shall make an
ISO exercisable after the earlier of:

         (a) The date which is the fifth anniversary of the date the Option is
granted, if the Option is an ISO and the Employee is a Ten Percent Stockholder
on the date the Option is granted, or

         (b) The date which is the tenth anniversary of the date the Option is
granted, if the Option is an ISO which is granted to an Employee who is not a
Ten Percent Stockholder on the date the Option is granted.

         An Option Certificate may provide for (x) the exercise of an Option
granted to an Employee after the employment of such Employee has terminated for
any reason whatsoever, including death or disability, (y) the exercise of an
Option granted to a Director after the termination of such Director's services
as a Director for any reason whatsoever, including death or disability or (z)
the exercise of an Option granted to a Consultant after the termination of such
Consultant's services as a Consultant for any reason whatsoever, including death
or disability.


<PAGE>   20

                                   SECTION 10
                               NONTRANSFERABILITY

         No Option granted under this Plan shall be transferable by an Employee,
Consultant or Director other than by will or by the laws of descent and
distribution, and such Option shall be exercisable during the lifetime of an
Employee, Consultant or Director only by such Employee, Consultant or Director.
The person or persons to whom an Option is transferred by will or by the laws of
descent and distribution thereafter shall be treated for purposes of such Option
as the Employee, Consultant or Director under this Plan.

                                   SECTION 11
                             SECURITIES REGISTRATION

         Each Option Certificate shall provide that, upon the receipt of shares
of Stock as a result of the exercise of an Option, the Employee, Consultant or
Director shall, if so requested by the Company, hold such shares of Stock for
investment and not with a view to resale or distribution to the public and, if
so requested by the Company, shall deliver to the Company a written statement
satisfactory to the Company to that effect. Each Option Certificate also shall
provide that, if so requested by the Company, the Employee, Consultant or
Director shall make a written representation to the Company that he or she will
not sell or offer to sell any of such Stock unless a registration statement
shall be in effect with respect to such Stock under the Securities Act of 1933,
as amended ("1933 Act") and any applicable state securities law or unless he or
she shall have furnished to the Company an opinion, in form and substance
satisfactory to the Company, of legal counsel acceptable to the Company, that
such registration is not required. Certificates representing the Stock
transferred upon the exercise of an Option granted under this Plan may at the
discretion of the Company bear a legend to the effect that such Stock has not
been registered under the 1933 Act or any applicable state securities law and
that such Stock may not be sold or offered for sale in the absence of an
effective registration statement as to such Stock under the 1933 Act and any
applicable state securities law or an opinion, in form and substance
satisfactory to the Company, of legal counsel acceptable to the Company, that
such registration is not required.

                                   SECTION 12
                                  LIFE OF PLAN

         No Option shall be granted under this Plan on or after the earlier of:

         (a) The tenth anniversary of the effective date of this Plan (as
determined under Section 4 of this Plan), in which event this Plan thereafter
shall continue in effect until all outstanding Options have been exercised in
full or no longer are exercisable, or

         (b) The date on which all of the Stock reserved under Section 3 of this
Plan has (as a result of the exercise of Options granted under this Plan) been
issued or no longer is available for use under this Plan, in which event this
Plan also shall terminate on such date.

                                   SECTION 13
                                   ADJUSTMENT

         The number of shares of Stock reserved under Section 3 of this Plan,
the number of shares of Stock subject to Options granted under this Plan and the
Option Price of such Options shall be adjusted by the Administrator in an
equitable manner to reflect any change in the capitalization of the Company,
including, but not limited to, such changes as stock dividends or stock splits.
The Administrator shall have the right to adjust (in a manner which satisfies
the requirements of Section 424(a) of the Code) the number of shares of Stock
reserved under Section 3 of this Plan, the number of shares of Stock subject to
Options granted under this Plan, and the Option Price of such Options in the
event of any corporate transaction described in Section 424(a) of the Code which
provides for the substitution or assumption of Options. If any adjustment under
this Section 13 would create a fractional share of Stock or a right to acquire a
fractional share of Stock, such fractional share



<PAGE>   21

shall be disregarded and the number of shares of Stock reserved under this Plan
and the number subject to any Options granted under this Plan shall be the next
lower number of shares of Stock, rounding all fractions downward. An adjustment
made under this Section 13 by the Administrator shall be conclusive and binding
on all affected persons.

                                   SECTION 14
                       SALE OR MERGER OR CHANGE IN CONTROL

         14.1     Sale or Merger. If the Company agrees to sell all or
substantially all of its assets for cash or property or for a combination of
cash and property or agrees to any merger, consolidation, reorganization,
division or other corporate transaction in which Stock is converted into another
security or into the right to receive securities or property and such agreement
does not provide for the assumption or substitution of the Options granted under
this Plan, each Option granted to an Employee, Consultant or Director may, at
the direction of the Administrator, 1) be cancelled unilaterally by the Company
(subject to such conditions, if any, as the Administrator deems appropriate
under the circumstances) in exchange for whole shares of Stock (and cash in lieu
of a fractional share) the number of which, if any, shall be determined by the
Administrator on a date set by the Administrator for this purpose by dividing
(a) the excess of the then Fair Market Value of the Stock then subject to
exercise under such Option (as determined without regard to any vesting schedule
for such Option) over the Option Price of such Stock by (b) the then Fair Market
Value of a share of such Stock, or 2) be cancelled unilaterally by the Company
if the Option Price equals or exceeds the Fair Market Value of a share of Stock
on such date.

         14.2     Change in Control. If there is a Change in Control of the
Company or a tender or exchange offer is made for Stock other than by the
Company, the Administrator thereafter shall have the right to take such action
with respect to any unexercised Options, or all such Options, as the
Administrator deems appropriate under the circumstances to protect the interest
of the Company in maintaining the integrity of such grants under this Plan,
including following the procedures set forth in Section 14.1 for a sale or
merger of the Company. The Administrator shall have the right to take different
action under this Section 14.2 with respect to different Employees, Consultants
or Directors or different groups of Employees, Consultants or Directors as the
Administrator deems appropriate under the circumstances.

                                   SECTION 15
                            AMENDMENT OR TERMINATION

         This Plan may be amended by the Administrator from time to time to the
extent that the Administrator deems necessary or appropriate; provided, however
(a) no such amendment shall be made absent the approval of the stockholders of
the Company required under Section 422 of the Code 1) to increase the number of
shares of Stock reserved under Section 3, or 2) to change the class of employees
eligible for Options under Section 6 and (b) no provision of this Plan shall be
amended more than once every 6 months if amending such provision would result
the in loss of an exemption under Rule 16b-3. Subject to the other limitations
set forth in this Section 15, any amendment which specifically applies to
Non-ISOs shall not require stockholder approval unless otherwise determined by
the Administrator. The Administrator also may suspend the granting of Options
under this Plan at any time and may terminate this Plan at any time; provided,
however, that the Administrator shall not have the right unilaterally to modify,
amend or cancel any Option granted before such suspension or termination unless
(x) the Employee, Consultant or Director consents in writing to such
modification, amendment or cancellation, or (y) there is a dissolution or
liquidation of the Company or a transaction described in Section 13 or Section
14 of this Plan.




<PAGE>   22



                                   SECTION 16
                                  MISCELLANEOUS

         16.1     No Stockholder Rights. No Employee, Consultant or Director
shall have any rights as a stockholder of the Company as a result of the grant
of an Option to him or to her under this Plan or his or her exercise of such
Option pending the actual delivery of Stock subject to such Option to such
Employee, Consultant or Director.

         16.2     No Contract of Employment. The grant of an Option to an
Employee, Consultant or Director under this Plan shall not constitute a contract
of employment a right to continue as a Consultant or a right to continue to
serve on the Board, as applicable and shall not confer on any Employee,
Consultant or Director any rights upon his or her termination of employment or
service in addition to those rights, if any, expressly set forth in the Option
Certificate which evidences his or her Option.

         16.3     Other Conditions. Each Option Certificate may require that an
Employee, Consultant or Director (as a condition to the exercise of an Option)
enter into any agreement or make such representations prepared by the Company,
including any agreement which restricts the transfer of Stock acquired pursuant
to the exercise of such Option or provides for the repurchase of such Stock by
the Company under certain circumstances.

         16.4     Withholding. The exercise of any Option granted under this
Plan shall constitute full and complete consent by an Employee, Consultant or
Director to whatever action the Administrator deems necessary or appropriate to
satisfy the federal and state tax withholding requirements, if any, which the
Administrator acting in its discretion deems applicable to such exercise. The
Administrator also shall have the right to provide in an Option Certificate that
an Employee, Consultant or Director may elect to satisfy federal and state
withholding requirements through a reduction in the number of shares of Stock
actually transferred to him or her under this Plan, and if the Employee,
Consultant or Director is subject to the reporting requirements under Section 16
of the Exchange Act, any such election and any such reduction shall be effected
so as to satisfy the conditions to the exemption under Rule 16b-3 under the
Exchange Act.

         16.5     Construction. This Plan shall be construed under the laws of
the State of Tennessee.

                                    * * * * *

                  IN WITNESS WHEREOF, the Company has caused its duly authorized
officer to execute this Plan this 3rd day of January, 2001 to evidence its
adoption of this Plan.


                                       NETCENTRAL, INC.



                                       BY: /s/ Terrance G. Finley
                                          --------------------------------------


<PAGE>   23

                                FAITHPOINT, INC.
                                STOCK OPTION PLAN

                                    SECTION 1
                                     PURPOSE

         The purpose of this Plan is to promote the interests of the Company and
its stockholders by granting Options to purchase stock to Employees, Consultants
and Directors in order 1) to provide an additional incentive to each Employee,
Consultant or Director to work to increase the value of the Company's stock, and
2) to provide each Employee, Consultant or Director with a stake in the future
of the Company which corresponds to the stake of each of the Company's
stockholders.

                                    SECTION 2
                                   DEFINITIONS

         Each term set forth in this Section 2 shall have the meaning set forth
opposite such term for purposes of this Plan and, for purposes of such
definitions, the singular shall include the plural and the plural shall include
the singular.

         2.1      Administrator - means the Board or the Committee responsible
for conducting the general administration of the Plan, as applicable, in
accordance with Section 5 hereof.

         2.2      Board - means the Board of Directors of the Company.

         2.3      Change in Control - means (a) the acquisition of the power to
direct, or cause the direction of, the management and policies of the Company by
a person (not previously possessing such power), acting alone or in conjunction
with others, whether through the ownership of Stock, by contract or otherwise,
or (b) the acquisition, directly or indirectly, of the power to vote more than
50% of the outstanding Stock by any person or by two or more persons acting
together. For purposes of this definition, 1) the term "person" means a natural
person, corporation, partnership, joint venture, trust, government or
instrumentality of a government, and 2) customary agreements with or between
underwriters and selling group members with respect to a bona fide public
offering of Stock shall be disregarded.


         2.4      Code - means the Internal Revenue Code of 1986, as amended.

         2.5      Consultant - means any consultant or advisor if: (a) the
consultant or advisor renders bona fide services to the Company; (b) the
services rendered by the consultant or advisor are not in connection with the
offer or sale of securities in a capital raising transaction and do not directly
or indirectly promote or maintain a market for the Company's securities; and (c)
the consultant or advisor is a natural person.

         2.6      Committee - means the committee appointed by the Board to
administer this Plan in accordance with Section 5 hereof.

         2.7      Company - means FaithPoint, Inc., an Alabama corporation, and
any successor to such corporation.

         2.8      Director - means any member of the Board who is not an
employee of the Company or a Subsidiary.

         2.9      Employee - means an officer or other employee (as defined in
Section 3401(c) of the Code) of any of the Company, any Parent Corporation or
any Subsidiary who the Administrator, acting in its absolute discretion, has
determined to be eligible for the grant of an Option under this Plan.

         2.10     Exchange Act - means the Securities Exchange Act of 1934, as
amended.


<PAGE>   24

         2.11     Fair Market Value - means (a) the closing price on any date
for a share of Stock as reported by The Wall Street Journal under the New York
Stock Exchange Composite Transactions quotation system (or under any successor
quotation system), or (b) if the Stock is not traded on the New York Stock
Exchange, under the quotation system under which such closing price is reported,
or (c) if The Wall Street Journal does not report such closing price, such
closing price as reported by a newspaper or trade journal selected by the
Administrator, or (d) if no such closing price is available on such date, such
closing price as so reported or so quoted in accordance with Section 2.9(a) for
the immediately preceding business day, or (e) if no newspaper or trade journal
reports such closing price or if no such price quotation is available, the price
which the Administrator acting in good faith determines through any reasonable
valuation method that a share of Stock might change hands between a willing
buyer and a willing seller, neither being under any compulsion to buy or to sell
and both having reasonable knowledge of the relevant facts.

         2.12     Independent Director - means a Director who is not an
Employee.

         2.13     ISO - means an option granted under this Plan to purchase
Stock which is intended by the Company to satisfy the requirements of Code
Section 422.

         2.14     Non-ISO - means an option granted under this Plan to purchase
Stock which is not intended by the Company to satisfy the requirements of Code
Section 422.

         2.15     Option - means an ISO or a Non-ISO.

         2.16     Option Certificate - means the written certificate or
instrument which sets forth the terms of an Option granted to an Employee,
Consultant or Director under this Plan.

         2.17     Option Price - means the price which shall be paid to purchase
one share of Stock upon the exercise of an Option granted under this Plan.

         2.18     Parent Corporation - means any corporation which is a parent
of the Company within the meaning of Section 424(e) of the Code.

         2.19     Plan - means this FaithPoint, Inc. Stock Option Plan, as
amended from time to time.

         2.20     Rule 16b-3 - means the exemption under Rule 16b-3 to
Section 16(b) of the Exchange Act or any successor to such rule.

         2.21     Stock - means the $0.01 par value common stock of the Company.

         2.22     Subsidiary - means a corporation which is a subsidiary
corporation (within the meaning of Section 424(f) of the Code) of the Company.

         2.23     Ten Percent Stockholder - means a person who owns (after
taking into account the attribution rules of code Section 424(d)) more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company or of its Parent Corporation or its Subsidiary.

                                    SECTION 3
                         SHARES RESERVED UNDER THE PLAN

         There shall be 10,000 shares of Stock reserved for use under this Plan,
and such shares of Stock shall be reserved to the extent that the Company deems
appropriate from authorized but unissued shares of Stock and from shares of
Stock which have been reacquired by the Company. Furthermore, any shares of
Stock subject to an Option which remain unissued after the cancellation,
expiration or exchange of such Option thereafter shall again become available
for use under this Plan.


<PAGE>   25

                                    SECTION 4
                                 EFFECTIVE DATE

         The effective date of this Plan shall be the date it is adopted by the
Board, provided that the stockholders of the Company shall approve this Plan
after the date of its adoption and, to the extent this Plan provides for the
issuance of ISOs, the stockholders of the Company shall approve those portions
of this Plan related to the granting of ISOs within twelve (12) months after the
date of adoption. If any Options are granted under this Plan before the date of
such stockholder approval, such Options automatically shall be granted subject
to such approval.

                                    SECTION 5
                                 ADMINISTRATION

         Unless and until the Board delegates administration to a Committee as
set forth below, the Plan shall be administered by the Board. The Board may
delegate administration of the Plan to a Committee or Committees of one or more
members of the Board, and the term "Committee" shall apply to any person or
persons to whom such authority has been delegated. If administration is
delegated to a Committee, the Committee shall have, in connection with the
administration of the Plan, the powers theretofore possessed by the Board,
including the power to delegate to a subcommittee any of the administrative
powers the Committee is authorized to exercise (and references in this Plan to
the Board shall thereafter be to the Committee or subcommittee), subject,
however, to such resolutions, not inconsistent with the provisions of the Plan,
as may be adopted from time to time by the Board. Notwithstanding the foregoing,
however, from and after the first date upon which shares of Stock are listed (or
approved for listing) upon notice of issuance on any securities exchange or
designated (or approved for designation) upon notice of issuance as a national
market security on an interdealer quotation system, a Committee of the Board
shall administer the Plan and the Committee shall consist solely of two or more
Independent Directors each of whom is both an "outside director," within the
meaning of Section 162(m) of the Code, and a "non-employee director" within the
meaning of Rule 16b-3. Within the scope of such authority, the Board or the
Committee may (a) delegate to a committee of one or more members of the Board
who are not Independent Directors the authority to grant awards under the Plan
to eligible persons who are either (i) not then "covered employees," within the
meaning of Section 162(m) of the Code and are not expected to be "covered
employees" at the time of recognition of income resulting from such award or
(ii) not persons with respect to whom the Company wishes to comply with Section
162(m) of the Code and/or (b) delegate to a committee of one or more members of
the Board who are not "non-employee directors," within the meaning of Rule
16b-3, the authority to grant awards under the Plan to eligible persons who are
not then subject to Section 16 of the Exchange Act. The Board may abolish the
Committee at any time and revest in the Board the administration of the Plan.
Appointment of Committee members shall be effective upon acceptance of
appointment. Committee members may resign at any time by delivering written
notice to the Board. Vacancies in the Committee may only be filled by the Board.

                                    SECTION 6
                                   ELIGIBILITY

         Only Employees, Consultants and Directors shall be eligible for the
grant of Options under this Plan; provided, however, that no ISO shall be
granted to any person who is not an Employee.

                                    SECTION 7
                                GRANT OF OPTIONS

         7.1      Administrator Action. The Administrator, acting in its
absolute discretion, shall have the right to grant Options to Employees,
Consultants and Directors under this Plan from time to time to purchase shares
of Stock and, further, shall have the right to grant new Options in exchange for
outstanding Options which have a higher or lower Option Price. Each grant of an
Option shall be evidenced by an Option Certificate, and each such Option
Certificate shall 1) specify whether the Option is an ISO or Non-ISO and 2)
incorporate such other terms and conditions as the Administrator, acting in its
absolute discretion, deems

<PAGE>   26

consistent with the terms of this Plan, including (without limitation) a
restriction on the number of shares of Stock subject to the Option which first
become exercisable during any calendar year. If the Administrator grants an ISO
and a Non-ISO to an Employee on the same date, the right of the Employee to
exercise one such Option shall not be conditioned on his or her failure to
exercise the other such Option.

         7.2      $100,000 Limit. To the extent that the aggregate Fair Market
Value of Stock (determined as of the date the ISOs are granted) with respect to
which ISOs first become exercisable in any calendar year exceeds $100,000, such
Options in excess of the limitation shall be treated as Non-ISOs. The Fair
Market Value of the Stock subject to any other option (determined as of the date
such option was granted) which 1) satisfies the requirements of Section 422 of
the Code and 2) is granted to an Employee under a plan maintained by the
Company, a Subsidiary or a Parent Corporation shall be treated (for purposes of
this $100,000 limitation) as if granted under this Plan. This $100,000
limitation shall be administered in accordance with the rules under Section
422(d) of the Code.

                                    SECTION 8
                                  OPTION PRICE

         The Option Price for each share of Stock subject to an ISO shall be no
less than the Fair Market Value of a share of Stock on the date the ISO is
granted; provided, however, if the Option is an ISO granted to a Ten Percent
Stockholder, the Option Price for each share of Stock subject to such ISO shall
be no less than 110% of the Fair Market Value of a share of Stock on the date
such ISO is granted. The Option Price for each share of Stock subject to a
Non-ISO which is granted to an Employee, Consultant or Director may (in the
absolute discretion of the Administrator) be more or less than or equal to the
Fair Market value of a share of Stock on the date the Non-ISO is granted;
provided, however, that in no event shall the Option Price be less than adequate
consideration as determined by the Administrator. The Option Price shall be
payable in full upon the exercise of any Option and, at the discretion of the
Administrator, an Option Certificate can provide for the payment of the Option
Price either in cash, by check, by means of a full recourse promissory note, in
Stock or in such other form as is acceptable to the Administrator. Any payment
made in Stock shall be treated as equal to the Fair Market Value of such Stock
on the date the properly endorsed certificate for such Stock is delivered to the
Administrator or its delegate.

                                    SECTION 9
                                 EXERCISE PERIOD

         Each Option granted under this Plan to an Employee, Consultant or
Director shall be exercisable in whole or in part at such time or times as set
forth in the related Option Certificate, but no Option Certificate shall make an
ISO exercisable after the earlier of:

         (a) The date which is the fifth anniversary of the date the Option is
granted, if the Option is an ISO and the Employee is a Ten Percent Stockholder
on the date the Option is granted, or

         (b) The date which is the tenth anniversary of the date the Option is
granted, if the Option is an ISO which is granted to an Employee who is not a
Ten Percent Stockholder on the date the Option is granted.

         An Option Certificate may provide for (x) the exercise of an Option
granted to an Employee after the employment of such Employee has terminated for
any reason whatsoever, including death or disability, (y) the exercise of an
Option granted to a Director after the termination of such Director's services
as a Director for any reason whatsoever, including death or disability or (z)
the exercise of an Option granted to a Consultant after the termination of such
Consultant's services as a Consultant for any reason whatsoever, including death
or disability.


<PAGE>   27

                                   SECTION 10
                               NONTRANSFERABILITY

         No Option granted under this Plan shall be transferable by an Employee,
Consultant or Director other than by will or by the laws of descent and
distribution, and such Option shall be exercisable during the lifetime of an
Employee, Consultant or Director only by such Employee, Consultant or Director.
The person or persons to whom an Option is transferred by will or by the laws of
descent and distribution thereafter shall be treated for purposes of such Option
as the Employee, Consultant or Director under this Plan.

                                   SECTION 11
                             SECURITIES REGISTRATION

         Each Option Certificate shall provide that, upon the receipt of shares
of Stock as a result of the exercise of an Option, the Employee, Consultant or
Director shall, if so requested by the Company, hold such shares of Stock for
investment and not with a view to resale or distribution to the public and, if
so requested by the Company, shall deliver to the Company a written statement
satisfactory to the Company to that effect. Each Option Certificate also shall
provide that, if so requested by the Company, the Employee, Consultant or
Director shall make a written representation to the Company that he or she will
not sell or offer to sell any of such Stock unless a registration statement
shall be in effect with respect to such Stock under the Securities Act of 1933,
as amended ("1933 Act") and any applicable state securities law or unless he or
she shall have furnished to the Company an opinion, in form and substance
satisfactory to the Company, of legal counsel acceptable to the Company, that
such registration is not required. Certificates representing the Stock
transferred upon the exercise of an Option granted under this Plan may at the
discretion of the Company bear a legend to the effect that such Stock has not
been registered under the 1933 Act or any applicable state securities law and
that such Stock may not be sold or offered for sale in the absence of an
effective registration statement as to such Stock under the 1933 Act and any
applicable state securities law or an opinion, in form and substance
satisfactory to the Company, of legal counsel acceptable to the Company, that
such registration is not required.

                                   SECTION 12
                                  LIFE OF PLAN

         No Option shall be granted under this Plan on or after the earlier of:

         (a) The tenth anniversary of the effective date of this Plan (as
determined under Section 4 of this Plan), in which event this Plan thereafter
shall continue in effect until all outstanding Options have been exercised in
full or no longer are exercisable, or

         (b) The date on which all of the Stock reserved under Section 3 of this
Plan has (as a result of the exercise of Options granted under this Plan) been
issued or no longer is available for use under this Plan, in which event this
Plan also shall terminate on such date.

                                   SECTION 13
                                   ADJUSTMENT

         The number of shares of Stock reserved under Section 3 of this Plan,
the number of shares of Stock subject to Options granted under this Plan and the
Option Price of such Options shall be adjusted by the Administrator in an
equitable manner to reflect any change in the capitalization of the Company,
including, but not limited to, such changes as stock dividends or stock splits.
The Administrator shall have the right to adjust (in a manner which satisfies
the requirements of Section 424(a) of the Code) the number of shares of Stock
reserved under Section 3 of this Plan, the number of shares of Stock subject to
Options granted under this Plan, and the Option Price of such Options in the
event of any corporate transaction described in Section 424(a) of the Code which
provides for the substitution or assumption of Options. If any adjustment under
this Section 13 would create a fractional share of Stock or a right to acquire a
fractional share of Stock, such fractional share


<PAGE>   28

shall be disregarded and the number of shares of Stock reserved under this Plan
and the number subject to any Options granted under this Plan shall be the next
lower number of shares of Stock, rounding all fractions downward. An adjustment
made under this Section 13 by the Administrator shall be conclusive and binding
on all affected persons.

                                   SECTION 14
                       SALE OR MERGER OR CHANGE IN CONTROL

         14.1     Sale or Merger. If the Company agrees to sell all or
substantially all of its assets for cash or property or for a combination of
cash and property or agrees to any merger, consolidation, reorganization,
division or other corporate transaction in which Stock is converted into another
security or into the right to receive securities or property and such agreement
does not provide for the assumption or substitution of the Options granted under
this Plan, each Option granted to an Employee, Consultant or Director may, at
the direction of the Administrator, 1) be cancelled unilaterally by the Company
(subject to such conditions, if any, as the Administrator deems appropriate
under the circumstances) in exchange for whole shares of Stock (and cash in lieu
of a fractional share) the number of which, if any, shall be determined by the
Administrator on a date set by the Administrator for this purpose by dividing
(a) the excess of the then Fair Market Value of the Stock then subject to
exercise under such Option (as determined without regard to any vesting schedule
for such Option) over the Option Price of such Stock by (b) the then Fair Market
Value of a share of such Stock, or 2) be cancelled unilaterally by the Company
if the Option Price equals or exceeds the Fair Market Value of a share of Stock
on such date.

         14.2     Change in Control. If there is a Change in Control of the
Company or a tender or exchange offer is made for Stock other than by the
Company, the Administrator thereafter shall have the right to take such action
with respect to any unexercised Options, or all such Options, as the
Administrator deems appropriate under the circumstances to protect the interest
of the Company in maintaining the integrity of such grants under this Plan,
including following the procedures set forth in Section 14.1 for a sale or
merger of the Company. The Administrator shall have the right to take different
action under this Section 14.2 with respect to different Employees, Consultants
or Directors or different groups of Employees, Consultants or Directors as the
Administrator deems appropriate under the circumstances.

                                   SECTION 15
                            AMENDMENT OR TERMINATION

         This Plan may be amended by the Administrator from time to time to the
extent that the Administrator deems necessary or appropriate; provided, however
(a) no such amendment shall be made absent the approval of the stockholders of
the Company required under Section 422 of the Code 1) to increase the number of
shares of Stock reserved under Section 3, or 2) to change the class of employees
eligible for Options under Section 6 and (b) no provision of this Plan shall be
amended more than once every 6 months if amending such provision would result
the in loss of an exemption under Rule 16b-3. Subject to the other limitations
set forth in this Section 15, any amendment which specifically applies to
Non-ISOs shall not require stockholder approval unless otherwise determined by
the Administrator. The Administrator also may suspend the granting of Options
under this Plan at any time and may terminate this Plan at any time; provided,
however, that the Administrator shall not have the right unilaterally to modify,
amend or cancel any Option granted before such suspension or termination unless
(x) the Employee, Consultant or Director consents in writing to such
modification, amendment or cancellation, or (y) there is a dissolution or
liquidation of the Company or a transaction described in Section 13 or Section
14 of this Plan.

                                   SECTION 16
                                  MISCELLANEOUS

         16.1     No Stockholder Rights. No Employee, Consultant or Director
shall have any rights as a stockholder of the Company as a result of the grant
of an Option to him or to her under this Plan or his or her exercise of such
Option pending the actual delivery of Stock subject to such Option to such
Employee, Consultant or Director.


<PAGE>   29

         16.2     No Contract of Employment. The grant of an Option to an
Employee, Consultant or Director under this Plan shall not constitute a contract
of employment a right to continue as a Consultant or a right to continue to
serve on the Board, as applicable and shall not confer on any Employee,
Consultant or Director any rights upon his or her termination of employment or
service in addition to those rights, if any, expressly set forth in the Option
Certificate which evidences his or her Option.

         16.3     Other Conditions. Each Option Certificate may require that an
Employee, Consultant or Director (as a condition to the exercise of an Option)
enter into any agreement or make such representations prepared by the Company,
including any agreement which restricts the transfer of Stock acquired pursuant
to the exercise of such Option or provides for the repurchase of such Stock by
the Company under certain circumstances.

         16.4     Withholding. The exercise of any Option granted under this
Plan shall constitute full and complete consent by an Employee, Consultant or
Director to whatever action the Administrator deems necessary or appropriate to
satisfy the federal and state tax withholding requirements, if any, which the
Administrator acting in its discretion deems applicable to such exercise. The
Administrator also shall have the right to provide in an Option Certificate that
an Employee, Consultant or Director may elect to satisfy federal and state
withholding requirements through a reduction in the number of shares of Stock
actually transferred to him or her under this Plan, and if the Employee,
Consultant or Director is subject to the reporting requirements under Section 16
of the Exchange Act, any such election and any such reduction shall be effected
so as to satisfy the conditions to the exemption under Rule 16b-3 under the
Exchange Act.

         16.5     Construction. This Plan shall be construed under the laws of
the State of Alabama.

                                    * * * * *

                  IN WITNESS WHEREOF, the Company has caused its duly authorized
officer to execute this Plan this 15th day of December, 2000 to evidence its
adoption of this Plan.


                                       FAITHPOINT, INC.



                                       BY:   /s/ Terrance G. Finley
                                           -------------------------------------