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            DME INTERACTIVE HOLDINGS, INC. STOCK OPTION PLAN OF 2000

1.         Purpose of the Plan.

           The DME Interactive Holdings, Inc. Stock Option Plan of 2000 (the
"Plan") is intended to provide an incentive to, and to encourage ownership of
the common stock (the "Common Stock"), of DME Interactive Holdings, Inc.
("Company"), by, selected employees of the Company. Certain options granted
hereunder may qualify as incentive stock options ("Incentive Stock Options")
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), and other options granted hereunder may not qualify as
Incentive Stock Options ("Nonqualified Stock Options"), as determined in each
instance by the Committee referred to in Paragraph 3 (the "Committee").

2.         Stock Subject to the Plan.

           A total of twelve million (12,000,000) shares of the authorized but
unissued Common Stock have been allocated to the Plan and will be reserved for
issue upon the exercise of options granted under the Plan. The Company may, in
its discretion, use shares held in the treasury in lieu of authorized but
unissued shares. If any such option shall expire or terminate for any reason
without having been exercised in full, the unpurchased shares subject thereto
shall again be available for the purposes of the Plan. Any shares of Common
Stock issued pursuant to the Plan which are used by an optionee as full or
partial payment to the Company of the purchase price of shares of Common Stock
upon exercise of a stock option shall again be available for the purposes of the
Plan. The number of shares with respect to which options may be granted to any
individual during any calendar year may not exceed four million (4,000,000)
shares.

3.         Administration.

           The Plan shall be administered by the Committee. Subject to the
express provisions of the Plan, the Committee shall have plenary authority, in
its discretion, to determine the individuals to whom, and the time or times at
which, options shall be granted and the number of shares to be subject to each
option. In making such determinations the Committee may take into account the
nature of the services rendered by the respective individuals, their present and
potential contributions to the Company's success and such other factors as the
Committee, in its discretion, shall deem relevant. Subject to the express
provisions of the Plan, the Committee shall also have plenary authority to
interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to it, to determine the terms and provisions of the respective stock
option agreements or certificates (which need not be identical) and to make all
other determinations necessary or advisable for the administration of the Plan.
The Committee's determinations on the matters referred to in this Paragraph 3
shall be final, binding and conclusive. Except to the extent prohibited by
applicable law, the Committee may grant to one or more of its members or to any
person(s) selected by it, subject to revocation or modification by the
Committee, the authority to grant options under the Plan to eligible persons
described in Paragraph 5 hereof, except that the no such person may be delegated
authority to grant options to any employee who is subject to the reporting
requirements of Section 16(a) of the Securities Exchange Act of 1934 or who is a
"covered employee" within the meaning of Section 162(m)(3) of the Code.

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 4.        The Committee.

           The Committee shall consist of two or more directors appointed by the
Board of Directors, which may from time to time appoint members of the Committee
in substitution for members previously appointed and may fill vacancies, however
caused, in the Committee. The Board shall select a chairman of the Committee.
The Committee shall hold its meetings at such times and places as it may
determine. A majority of its members shall constitute a quorum. All
determinations of the Committee shall be made by a majority of its members
present at any meeting at which there is a quorum. Any decision or determination
reduced to writing and signed by all of the members shall be fully as effective
as if it had been made by a majority vote at a meeting duly called and held. The
Committee may appoint a secretary, shall keep minutes of its meetings and shall
make such rules and regulations for the conduct of its business as it shall deem
advisable.

5.         Eligibility.

           Options may be granted to employees, consultants or advisors of the
Company or its subsidiaries selected by the Committee, which may include
officers, whether or not they are directors, but does not include directors who
are not also executive employees of the Company, or a subsidiary thereof, but
may include directors of subsidiaries which are organized under laws outside the
United States. Provided, that Incentive Stock Options may only be granted to
employees of the Company or a subsidiary. The term "subsidiary" shall mean any
corporation, partnership, limited liability company or other entity (other than
the Company), in an unbroken chain of entities beginning with the Company if, at
the time of the granting of the option, each of the entities other than the last
entity in the unbroken chain owns equity possessing 50% or more of the total
combined voting power of all classes of equity in one of the other entities in
such chain, or such other meaning as may be hereafter ascribed to it in Section
424 of the Code.

6.         Option Prices.

           The purchase price of the Common Stock under each option shall not be
less than 100% of the fair market value of the stock on the date of the grant of
the option as determined by the by the Committee. The purchase price is to be
paid in full upon the exercise of the option, either (i) in cash, (ii) in the
discretion of the Committee, by the tender, either actually or by attestation,
to the Company of shares of the Common Stock of the Company, owned by the
optionee and registered in his name, having a fair market value, as defined
above, on the date of exercise equal to the cash exercise price of the option
being exercised, or (iii) in the discretion of the Committee, by any combination
of the payment methods specified in clauses (i) and (ii) hereof; provided that,
no shares of Common Stock may be tendered in exercise of an Incentive Stock
Option if such shares were acquired by the optionee through the exercise of an
Incentive Stock Option unless (i) such shares have been held by the optionee for
at least one year and (ii) at least two years have elapsed since such Incentive
Stock Option was granted; provided further, that no shares may be tendered in
exercise of an option unless such shares have been held by the optionee for at
least six (6) months. In addition, the optionee may effect a "cashless exercise"
of an option in lieu of paying the option price in cash or shares owned by the
optionee, provided that such "cashless exercise" is facilitated through a third
party, other than the Company, in accordance with the rules and procedures
adopted by the Committee. Further, the Committee, in its discretion, may approve
such other methods or forms of payment of the purchase price, and



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establish rules and procedures therefor. The proceeds of sale of stock subject
to option are to be added to the general funds of the Company or to the shares
of the Common Stock of the Company held in its Treasury, and used for such
corporate purposes as the Board of Directors shall determine.

7.         Option Amounts.

           The maximum aggregate fair market value (determined at the time an
option is granted in the same manner as provided for in Paragraph 6 hereof) of
the Common Stock of the Company with respect to which Incentive Stock Options
are exercisable for the first time by any optionee during any calendar year
(under all plans of the Company and its subsidiaries) shall not exceed $100,000.

8.         Exercise of Options.

           (a) The term of each option shall be not more than ten (10) years
from the date of granting thereof or such shorter period as is prescribed in
Paragraph 9 hereof; Within such limit, options will be exercisable at such time
or times, and subject to such restrictions and conditions, as the Committee
shall, in each instance, approve, which need not be uniform for all optionees;
provided, however, that except as provided in Subparagraph (b) of this Paragraph
8 or Paragraph 9 hereof, no option may be exercised at any time unless the
optionee is then an employee of the Company or a subsidiary and has been so
employed continuously since the granting of the option. Upon exercise of an
option the Committee shall withhold a sufficient number of shares to satisfy the
Company's withholding obligations for any taxes incurred as a result of such
exercise, based on the fair market value thereof, as defined above, as of the
date taxes are required to be withheld; provided, that in lieu of all or part of
such withholding, the optionee may pay an equivalent amount of cash to the
Company.

           (b) Notwithstanding any other provision of the Plan, unless otherwise
provided by the Committee in the option agreement, each outstanding option shall
become immediately and fully exercisable for a one (1) year period following the
date of a "Change of Control" but in no event beyond the specified term of such
options; provided that, after such one (1) year period, the normal option
exercise provisions of the Plan and such option shall govern; and provided
further, that in the event an optionee's employment with the Company or any
subsidiary is terminated within two (2) years of a Change of Control, all
outstanding stock options of such optionee at the date of termination shall be
exercisable for a period of six (6) months beginning on the date of termination
but in no event beyond the specified term of such options. The option agreements
may contain such other or different provisions as the Committee, in its
discretion, may approve in addition to, or in lieu of, this Subparagraph (b) of
Paragraph 8. In addition, the Committee shall have the authority, in its
discretion, to accelerate the vesting and permit the immediate exercisability of
outstanding options under such other circumstances as it may deem appropriate.

                  (c) "Change of Control," as used in Paragraph 8(b) shall mean:
(i) The purchase or other acquisition (other than from the Company) by any
person, entity or group of persons, within the meaning of Section 13(d) or 14(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
(excluding, for this purpose, the Company or its subsidiaries or any employee
benefit plan of the Company or its subsidiaries), of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or
more of either the


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then-outstanding shares of common stock of the Company or the combined voting
power of the Company's then-outstanding voting securities entitled to vote
generally in the election of directors; or (ii) Approval by the stockholders of
the Company of a reorganization, merger or consolidation, in each case with
respect to which persons who were the stockholders of the Company immediately
prior to such reorganization, merger or consolidation do not, immediately
thereafter, own more than 50% of, respectively, the common stock and the
combined voting power entitled to vote generally in the election of directors of
the reorganized, merged or consolidated corporation's then-outstanding voting
securities, or of a liquidation or dissolution of the Company or of the sale of
all or substantially all of the assets of the Company.

9.       Termination of Employment.

           The holder of any option issued hereunder must exercise the option
prior to his termination of employment, except that (i) if the employment of an
optionee terminates with the consent and approval of his employer, the Committee
in its absolute discretion may permit the optionee to exercise his option to the
extent that he was entitled to exercise it at the date of such termination of
employment, at any time within twelve (12) months after such termination, but
not after ten (10) years from the date of the granting thereof, or, (ii) if the
employment agreement between optionee and the Company provides that all of
optionee's options vest immediately upon his termination without cause, then
optionee may exercise such options at any time within twelve (12) months after
such termination. If a subsidiary of the Company ceases to be a subsidiary of
the Company, an optionee who is employed by such former subsidiary and is no
longer employed by either the Company or any current subsidiary of the Company
shall be deemed to have terminated employment with the Company and every
subsidiary of the Company. If the optionee terminates employment on account of
disability he may exercise such option to the extent he was entitled to exercise
it at the date of such termination at any time within one (1) year of the
termination of his employment but not after ten (10) years from the date of the
granting thereof. For this purpose a person shall be deemed to be disabled if he
is permanently and totally disabled within the meaning of Section 422(c)(6) of
the Code, which, as of the date hereof, shall mean that he is unable to engage
in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or which
has lasted or can be expected to last for a continuous period of not less than
12 months. A person shall be considered disabled only if he furnishes such proof
of disability as the Committee may require. Options granted under the Plan shall
not be affected by any change of employment so long as the holder continues to
be an employee of the Company or a subsidiary thereof. The option agreements may
contain such provisions as the Committee shall approve with reference to the
effect of approved leaves of absence. Nothing in the Plan or in any option
granted pursuant to the Plan shall confer on any individual any right to
continue in the employ of the Company or any subsidiary or interfere in any way
with the right of the Company or any subsidiary thereof to terminate his
employment at any time.

10.        Non-Transferability of Options.

           Each option granted under the Plan shall, by its terms, be
non-transferable otherwise than by will or the laws of descent and distribution
and an option may be exercised, during the lifetime of the holder thereof, only
by him; provided, however, that the Committee may, in its


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sole discretion permit an optionee to transfer a Nonqualified Stock Option to
such persons or entities as the Committee may approve, in its discretion. In the
event of any such transfer, the option shall still be subject to the provisions
of Paragraphs 8 and 9 hereof concerning the exercisability during the optionee's
employment.

11.        Successive Option Grants.

           Successive option grants may be made to any holder of options under
the Plan.

12.        Investment Purpose.

           Each option under the Plan shall be granted only on the condition
that all purchases of stock thereunder shall be for investment purposes, and not
with a view to resale or distribution, except that the Committee may make such
provision with respect to options granted under this Plan as it deems necessary
or advisable for the release of such condition upon the registration with the
Securities and Exchange Commission of stock subject to the option, or upon the
happening of any other contingency warranting the release of such condition.

13.        Adjustments Upon Changes in Capitalization or Corporate Acquisitions.

           In the event of increases or decreases in the outstanding Common
Stock, or such shares are exchanged or changed, by reason of any stock dividend,
stock split, reverse stock split, reclassification, recapitalization, merger,
consolidation, reorganization, split-up, spin-off, combination or exchange of
shares or the like, and, in the event of any such increase, decrease, exchange
or change in the outstanding Common Stock, (i) the aggregate number, kind and
class of shares available for issuance under the Plan, (ii) the maximum number
of shares as to which options may be granted to any individual, and (iii) the
number, kind and class of shares subject to outstanding options and the exercise
prices of such options, shall be appropriately and proportionately adjusted or
substituted by the Committee, whose determination shall be final, binding and
conclusive; provided that the number of shares subject to any award shall always
be a whole number. Notwithstanding the foregoing: (1) in the event the Company
or a subsidiary enters into a transaction described in Section 424(a) of the
Code with any other corporation, the Committee may, in its discretion, grant
options to employees or former employees of such corporation in substitution of
options previously granted to them upon such terms and conditions as shall be
necessary to qualify such grant as a substitution described in Section 424(a) of
the Code; and (2) in the event of a special, non-recurring distribution with
respect to the Company's Common Stock, the Committee may, in its discretion,
adjust the number of shares subject to each option and the option price per
share in such manner as the Committee deems just and equitable to reflect such
distribution, but in no event shall the total number of shares of Common Stock
used under the Plan exceed the number authorized under Paragraph 2.

14.        Amendment and Termination.

           Either the Board of Directors or the Committee may at any time
terminate the Plan, or make such modifications of the Plan as it shall deem
advisable; provided, however, that neither the Board of Directors nor the
Committee may, without further approval by the holders of Common Stock, increase
the maximum numbers of shares as to which options may be granted under the Plan
(except under the anti-dilution provisions hereof). No termination or amendment

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of the Plan may, without the consent of the optionee to whom any option shall
theretofore have been granted, adversely affect the rights of such optionee
under such option.

15.        Effectiveness of the Plan.

           The Plan shall become effective upon adoption by the Board of
Directors or the Committee subject, however, to its further approval by the
shareholders of the Company given within twelve (12) months of the date the Plan
is adopted by the Board of Directors or the Committee at a regular meeting of
the shareholders or at a special meeting duly called and held for such purpose.
Grants of options may be made prior to such shareholder approval but all option
grants made prior to shareholder approval shall be subject to the obtaining of
such approval and if such approval is not obtained, such options shall not be
effective for any purpose.

16. Time of Granting of Options.

           An option grant under the Plan shall be deemed to be made on the date
on which the Committee (or other person to whom the Committee shall have
delegated authority pursuant to Paragraph 3 hereof) makes an award of an option
to an eligible employee of the Company or its subsidiaries (but in no event
prior to the adoption of the Plan by the Board of Directors), provided that such
option is evidenced by a written option agreement or certificate duly executed
on behalf of the Company and on behalf of the optionee within a reasonable time
after the date of the action of the Committee (or other person to whom the
Committee shall have delegated authority pursuant to Paragraph 3 hereof).

17.        Term of Plan.

           This Plan shall commence on the date specified herein, and subject to
Paragraph 15, shall remain in effect thereafter. Options outstanding at the
termination of the Plan shall continue in full force and effect and shall not be
affected thereby.

18.        Indemnification and Exculpation

           Each person who is or shall have been a member of the Board of
Directors or of the Committee (and each such person to whom the Committee shall
have delegated authority pursuant to Paragraph 3 hereof) shall be indemnified
and held harmless by the Company against and from any and all loss, cost,
liability or expense that may be imposed upon or reasonably incurred in
connection with or resulting from any claim, action, suit or proceeding to which
the person may be a party or in which they may be involved by reason of any
action taken or failure to act under the Plan and against and from any and all
amounts paid by them in settlement thereof (with the Company's written approval)
or paid by them in satisfaction of a judgment in any such action, suit or
proceeding, except a judgment based upon a finding of his or her bad faith;
subject, however, to the condition that upon the institution of any claim,
action, suit or proceeding against them, they shall in writing give the Company
an opportunity, at its own expense, to handle and defend the same before
undertaking to handle and defend it on their own behalf. The foregoing right to
indemnification shall not be exclusive of any other right to which such person
may be entitled as a matter of law or otherwise, or any power that the Company
may have to indemnify or hold such person harmless.



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           Each member of the Board of Directors or of the Committee (and each
such person to whom the Committee shall have delegated authority pursuant to
Paragraph 3 hereof), and each officer and employee of the Company, shall be
fully justified in relying or acting upon any information furnished to or on
behalf of the Company by any person or persons, other than said individual, in
connection with the administration of the Plan. In no event shall any person who
is or shall have been a member of the Board of Directors or of the Committee (or
any such person to whom the Committee shall have delegated authority pursuant to
Paragraph 3 hereof), or an officer or employee of the Company, be liable for any
determination made or other action taken or any omission to act in reliance upon
any such information, or for any action (including the furnishing of
information) taken or any failure to act, if in good faith.

19.        Miscellaneous.

           (a) Nothing in the Plan or in any option agreement or certificate
granted pursuant to the Plan shall confer on any individual any right to
continue in the employ of the Company or any subsidiary or interfere in any way
with the right of the Company or any subsidiary thereof to terminate his or her
employment at any time, with or without cause.

           (b) The holder of an option shall have none of the rights of a
shareholder with respect to the shares subject to option until such shares shall
be issued to him or her upon the exercise of such option.

           (c) This Plan and all award agreements or certificates made and
actions taken hereunder and thereunder shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard for conflicts
of laws principles thereof.

           (d) In the event any provision of this Plan or any option agreement
or certificate hereunder shall be held illegal or invalid for any reason, the
illegality or invalidty shall not affect the remaining provisions of this Plan
or such agreement, and this Plan and such agreement or certificate shall be
construed and enforced as if the illegal or invalid provision had not been
included.

           (e) The granting of awards and the issuance of shares of Common Stock
under this Plan shall be subject to all applicable laws, rules and regulations,
and to such approvals by any governmental agencies or bodies as may be required.

           (f) Captions are provided for convenience only, and shall not serve
as a basis for interpretation or construction of this Plan or any option
agreement or certificate.

                                      * * *

           The foregoing Plan was approved and adopted by the Board of Directors
of the Company as of May 8, 2000.


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