STYLING TECHNOLOGY CORPORATION

                         1998 EMPLOYEE STOCK OPTION PLAN

SECTION 1. PURPOSE OF PLAN; TERM

(a) General  Purpose.  The purpose of the Plan is to further  the  interests  of
Styling Technology Corporation,  a Delaware corporation (the "Company"), and its
stockholders by encouraging  employees associated with the Company (or parent or
subsidiary  corporations  of the  Company)  to acquire  shares of the  Company's
common stock,  thereby  acquiring a proprietary  interest in its business and an
increased personal interest in its continued success and progress.  Such purpose
shall be  accomplished  by providing  for the granting of options to acquire the
Company's common stock ("Options").  A "parent corporation" for purposes of this
Plan is any  corporation in the unbroken chain of  corporations  ending with the
employer corporation,  where, at each link of the chain, the corporation and the
link above owns at least 50 percent of the  combined  total  voting power of all
classes  of the  stock in the  corporation  in the  link  below.  A  "subsidiary
corporation"  for purposes of this Plan is any corporation in the unbroken chain
of corporations starting with the employer  corporation,  where, at each link of
the chain,  the  corporation  and the link above owns at least 50 percent of the
combined voting power of all classes of stock in the corporation below.

(b) Options.  All Options granted under this Plan will be  nonqualified  options
and shall not be  "incentive  stock  options"  as defined in section  422 of the
Code.

(c) Duration of Plan. The term of the Plan is 10 years commencing on the date of
adoption of the Plan by the Board,  which was on May 4, 1998. No Option shall be
granted  under the Plan unless  granted  within 10 years of the  adoption of the
Plan by the Board, but Options  outstanding on that date shall not be terminated
or otherwise affected by virtue of the Plan's expiration.

SECTION 2. STOCK AND MAXIMUM NUMBER OF SHARES SUBJECT TO PLAN

(a) Description of Stock and maximum Shares Allocated.  The stock subject to the
provisions of the Plan and issuable upon the grant of Options  granted under the
Plan is shares of the Company's  common  stock,  $.0001 par value per share (the
"Stock"), which may be either unissued or treasury shares, as the Board may from
time to time  determine.  Subject to adjustment as provided in Section 7 hereof,
the  aggregate  number  of  shares  of Stock  covered  by the Plan and  issuable
thereunder shall be 150,000 shares of Stock.
<PAGE>
(b)  Calculation of Available  Shares.  For purposes of calculating  the maximum
number of shares of Stock that may be issued under the Plan,  the shares  issued
(including the shares, if any, withheld for tax withholding  requirements)  upon
exercise of an Option shall be counted.

(c)  Restoration of Unpurchased  Shares.  If an Option expires of terminates for
any  reason  prior  to its  exercise  in full  and  before  the term of the Plan
expires,  the shares of Stock  subject  to, but not issued  under,  such  Option
shall,  without  further  action  or by or on behalf  of the  Company,  again be
available  under the Plan.  If shares of Stock are used to pay for the  exercise
price, those shares shall be added to the shares available under the Plan.

SECTION 3. ADMINISTRATION; APPROVAL; AMENDMENTS

(a) General  Administration.  The power to  administer  the Plan with respect to
Eligible Persons shall be vested exclusively with the Board.

(b) Plan  Administrator.  The  Board  shall be  referred  to herein as the "Plan
Administrator."  The Board may, at any time,  appoint a committee of one or more
persons who are members of the Aboard and delegate to that  committee  the power
to administer the Plan. Members of such committee shall serve for such period of
time as the Board may  determine and shall be subject to removal by the Board at
any time.  The Board  may,  at any time,  terminate  the  functions  of any such
committee  and reassume all powers and  authority  previously  delegated to that
committee.  The Plan  Administrator  shall have the authority and  discretion to
select which  Eligible  Persons shall  participate in the Plan, to grant Options
under  the Plan,  to  establish  such  rules  and  regulations  as they may deem
appropriate  with  the  proper  administration  of the  Plan  and to  make  such
determinations  under,  and  issue  such  interpretations  of,  the Plan and any
outstanding  Option as they may deem  necessary or  advisable.  Decisions of the
Plan  Administrator  shall be  final  and  binding  on all  parties  who have an
interest in the Plan or any outstanding Option.

(c)  Approval  of  Plan.  This  Plan  shall  not  require  the  approval  of the
stockholders of the Company and shall be effective as of the date adopted by the
Board.

(d)  Amendments  to Plan.  The  Board  may,  without  action  on the part of the
Company's stockholders, make such amendments to, changes in and additions to the
Plan as it may, from time to time, deem necessary or appropriate and in the best
interests of the Company;  provided,  the Board may not,  without the consent of
the Optionholder,  take any action which adversely affects or impairs the rights
of the Optionholder of any Option outstanding under the Plan.

SECTION 4. PARTICIPANTS

(a)  Eligibility  and  Participation.  Options  may be  granted  only to persons
("Eligible Persons") who at the time of grant are employees of or consultants to
the Company or parent or subsidiaries of the Company;  provided,  however,  that
<PAGE>
any person that is an Affiliate shall not be an Eligible Person under this Plan.
The Plan  Administrator  shall have full  authority to determine  which Eligible
Persons in its  administered  group are to receive Option grants under the Plan,
the  number of shares to be  covered  by each such  grant,  the time or times at
which each such Option is to become exercisable,  and the maximum term for which
the Option is to be outstanding.

(b) Guidelines for Participation.  In designating and selecting Eligible Persons
for  participation  in the Plan, the Plan  Administrator  shall consult with and
give  consideration  to  the   recommendations   and  criticisms   submitted  by
appropriate   managerial  and  executive  officers  of  the  Company.  The  Plan
Administrator  also shall take into account the duties and  responsibilities  of
the Eligible  Persons,  their past,  present and potential  contributions to the
success of the Company and such other  factors as the Plan  Administrator  shall
deem relevant in connection with accomplishing the purpose of the Plan.

SECTION 5. TERMS AND CONDITIONS OF OPTION

(a) Allotment of Shares.  The Plan  Administrator  shall determine the number of
shares of Stock to be optioned  form time to time and the number of shares to be
optioned to any Eligible Person (the "Optioned Shares").  The grant of an Option
to a person shall  neither  entitle such person to, nor  disqualify  such person
from,  participation  in any other grant of Options under this Plan or any other
stock option plan of the Company.

(b) Exercise Price. Upon the grant of any Option, the Plan  Administrator  shall
specify the option price per shares.  In no event may the option price per share
specified by the Plan  Administrator be less than 100 percent of the fair market
value per share of the Stock on the date the Option is granted.

(c) Calculation of Fair Market Value of Stock. The fair market value of a shares
of Stock on any relevant  date shall be the closing  selling  price per share of
Stock on the date in question on the stock  exchange  determined by the Board to
be the primary market for the Stock,  as such price is officially  quoted in the
composite tape of transactions on such exchange. If there is no reported sale of
Stock on such exchange on the date in question, then the fair market value shall
be the closing  selling  price on the  exchange on the last  preceding  date for
which such quotation exists.

(d) Individual Stock Option Agreements.  Options granted under the Plan shall be
evidenced  by  option   agreements   in  such  form  and  content  as  the  Plan
Administrator from time to time approves,  which agreements shall  substantially
comply  with and be  subject to the terms of the Plan,  including  the terms and
conditions of this Section 5. As determined by a Plan Administrator, each option
agreement shall state (i) the total number of shares to which it pertains,  (ii)
the exercise price for the shares covered by the Option, (iii) the time at which
the  Options  vest  and  become  exercisable  and (iv)  the  Option's  scheduled
expiration  date.  The option  agreements  may contain such other  provisions or
conditions  as  the  Plan  Administrator   deems  necessary  or  appropriate  to
effectuate  the  sense  and  purpose  of the Plan,  including  covenants  by the
Optionholder  not-to-compete  and  remedies  to the  Company in the event of the
breach of any such covenant.
<PAGE>
(e) Option Period.  No Option granted under the Plan shall be exercisable  for a
period in  excess of 10 years  from the date of its  grant  subject  to  earlier
termination in the event of  termination  of employment,  retirement or death of
the  Optionholder.  An Option may be exercised in full or in part at any time or
from time to time during the term of the Option or provide  for its  exercise in
stated installments at stated times during the Option's term.

(f)  Vesting;  Limitations.  The time at which  the  Optioned  Shares  vest with
respect to a participant shall be in the discretion of the Plan Administrator.

(g) No Fractional Shares. Options shall be exercisable only for whole shares; no
fractional shares will be issuable upon exercise of any Option granted under the
Plan.

(h) Method of Exercising  Options;  Full Payment.  Options shall be exercised by
written notice to the Company,  addressed to the Company at its principal  place
of business. Such notice shall state the election to exercise the Option and the
number of  shares  with  respect  to which it is being  exercised,  and shall be
signed by the person exercising the Option.  Such notice shall be accompanied by
payment in full of the exercise price for the number of shares being  purchased.
Payment may be made in cash or by check as  prescribed  by the  applicable  Plan
Administrator or by tendering duly endorsed certificates  representing shares of
Stock then owned by the Optionholder and held for the requisite period necessary
to avoid a charge to the  Company's  earnings and valued at fair market value on
the date of exercise (as  determined  in  accordance  with Section 5(c) hereof).
Upon the  exercise of any  Option,  the Company  shall  deliver,  or cause to be
delivered,  to the  Optionholder a certificate or certificates  representing the
shares  of Stock  purchased  upon such  exercise  as soon as  practicable  after
payment  for those  shares has been  received  by the  Company.  If an Option is
exercised  pursuant  to  Section  5(j)  hereof  by any  person  other  than  the
Optionholder, such notice shall be accompanied by appropriate proof of the right
of such person to exercise the Option.  All shares that are  purchased  and paid
for  in  full  upon  the   exercise  of  an  Option  shall  be  fully  paid  and
non-assessable.

(i)  Rights  of a  Stockholder.  An  Optionholder  shall  have  no  rights  as a
stockholder  with  respect to shares  covered by his  Option  until such  Option
holder shall have  exercised the Option and paid the full exercise price for the
Optioned  Shares.  No adjustment will be made for dividends or other rights with
respect to any Optioned Shares for which the record date is prior to the date on
which the Optionholder exercises the Option for such shares.

(j) Exercise of Options After  Cessation of Service;  Termination of Employment.
If any  Optionholder  ceases to be in Service to the Company for a reason  other
than  death,  such  Optionholder  may,  within  one  month  after  the  date  of
termination  of  such  Service,  but  in no  event  after  the  Option's  stated
expiration  date,  exercise some or all of the Options that the Optionholder was
<PAGE>
entitled  to  exercise  on  the  date  the  Optionholder's  Service  terminated;
provided, that (i) if the Optionholder's Service is terminated by the Company in
its good faith  judgment,  for (A) commission of a crime by the  Optionholder or
for reasons  involving moral  turpitude;  (B) an act by the  Optionholder  which
tends to bring the Company  into  disrepute;  or (C)  negligent,  fraudulent  or
willful  misconduct  by the  Optionholder,  or (ii) if after the  Service of the
Optionholder is terminated,  the  Optionholder  commits acts  detrimental to the
Company's interests,  then the Option shall thereafter be void for all purposes.
Notwithstanding  the foregoing,  if any  Optionholder  who is an employee of the
Company ceases to be in Service to the Company by reason of permanent disability
within  the  meaning  of  section  22(e)(3)  of the  Internal  Revenue  Code (as
determined by the applicable Plan Administrator), the Optionholder shall have 12
months  after  the  date  of  termination  of  Service,  but in no  event  after
Optionholder's  Option's stated  expiration  date, to exercise  Options that the
Optionholder  was  entitled to exercise on the date the  Optionholder's  Service
terminated as a result of disability.

(k)  Death of  Optionholder.  If an  Optionholder  dies  while in the  Company's
Service,  the  Optionholder's  vested  Options  on the  date of  death  shall be
exercisable  within  three  months of such death or until the stated  expiration
date of the  Optionholder's  Option,  whichever  occurs first,  by the person or
persons ("successors") to whom the Optionholder's rights pass under a will or by
the laws of descent and distribution.  An Option may be exercised and payment of
the option price made in full by the successors only after written notice to the
Company specifying the number of shares to be purchased. Such notice shall state
that the Option  price is being paid in full in the manner  specified in Section
5(h) hereof.  As soon as practicable after receipt by the Company of such notice
and of  payment in full of the  Option  price,  a  certificate  or  certificates
representing  such shares shall be registered in the name or names  specified by
the  successors in the written  notice of exercise and shall be delivered to the
successors.

(l) Other Plan Provisions Still  Applicable.  If an Option is exercised upon the
termination  of Service or death of an  Optionholder  under this  Section 5, the
other provisions of the Plan shall still be applicable to such exercise.

(m) Definition of "Service."  For purposes of this Plan,  unless it is evidenced
otherwise in the option agreement with the Optionholder,  the Optionholder shall
be deemed to be in "Service" to the Company so long as such  individual  renders
services  on a periodic  basis to the  Company  (or to any parent or  subsidiary
corporation)  in the  capacity  of an employee or a  consultant  or  independent
contractor.  The Optionholder  shall be considered to be an employee for so long
as such  individual  remains in the employ of the  Company or one or more of its
parent or subsidiary corporations.

(n)  Nonassignability.  Except as specifically allowed by the Plan Administrator
at the time of grant and as set forth in the documents  evidencing an Option, no
Option  granted  under the Plan or any of the  rights and  privileges  conferred
thereby shall be assignable or  transferable  by an  Optionholder  other than by
will  or the  laws of  descent  and  distribution,  and  such  Option  shall  be
exercisable during the Optionholder's lifetime only by the Optionholder.
<PAGE>
SECTION 6. CERTAIN ADJUSTMENT.

(a) Capital Adjustments.  The aggregate number of shares of Stock subject to the
Plan (and the number of shares covered by outstanding  Options and the price per
share stated in such Options) shall be proportionately adjusted for any increase
or  decrease  in the  number  of  outstanding  shares  of Stock  of the  Company
resulting  from a subdivision  or  consolidation  of shares or any other capital
adjustment or the payment of a stock  dividend or any other increase or decrease
in the number of  outstanding  shares of Stock of the Company  resulting  from a
subdivision or  consolidation  of shares or any other capital  adjustment or the
payment of a stock  dividend or any other  increase or decrease in the number of
shares  effected  without the  Company's  receipt of  consideration  therefor in
money, services or property.

(b) Mergers,  Etc. If the Company is the surviving  corporation in any merger or
consolidation,  any Option  granted under the Plan shall pertain to and apply to
the securities to which a holder of the number of shares of Stock subject to the
Option  would  have  been  entitled  prior to the  merger  or  consolidation.  A
dissolution or  liquidation of the Company shall cause every Option  outstanding
hereunder to terminate.  A merger or  consolidation  in which the Company is not
the surviving corporation shall also cause every Option outstanding hereunder to
terminate.

(c)  Change  in  Control.  With  respect  to any  Change  in  Control,  the Plan
Administrator shall have the discretion and authority,  exercisable at any time,
whether  before or after the Change in  Control,  to provide  for the  automatic
acceleration  of one or more  outstanding  Options  granted by it under the Plan
upon the occurrence of such Change in Control.  The Plan  Administrator may also
impose limitations upon the automatic acceleration of such Options to the extent
it deems  appropriate.  Any Options  accelerated  upon a Change in Control  will
remain fully  exercisable  until the  expiration  or sooner  termination  of the
Option term.

SECTION 7. MISCELLANEOUS

(a) Use of Proceeds. The proceeds received by the Company from the sale of Stock
pursuant to the exercise of Options hereunder, if any, shall be used for general
corporate purposes.

(b) Cancellation of Options.  The Plan Administrator shall have the authority to
effect,  at any time and from time to time,  with the  consent  of the  affected
Optionholders,  the cancellation of any or all outstanding Options granted under
the Plan by the Plan  Administrator  and to grant in substitution  therefore new
Options under the Plan covering the same or different numbers of shares of Stock
as long as such new Options  have an  exercise  price per share of Stock no less
than the minimum  exercise  price as set forth in Section 5(b) hereof on the new
grant date.
<PAGE>
(c) Regulatory  Approvals.  The  implementation of the Plan, the granting of any
Option hereunder, and the issuance of Stock upon the exercise of any such Option
shall be subject to the  procurement by the Company of all approvals and permits
required  by  regulatory  authorities  having  jurisdiction  over the Plan,  the
Options granted under it and the Stock issued pursuant to it.

(d) Indemnification. In addition to such other rights of indemnification as they
may have, the members of the Plan  Administrator  shall be indemnified  and held
harmless by the Company, to the extent permitted under applicable law, for, from
and against all costs and  expenses  reasonably  incurred by them in  connection
with any action,  legal proceeding to which any member thereof may be a party by
reason of any action taken,  failure to act under or in connection with the Plan
or any  rights  granted  thereunder  and  against  all  amounts  paid by them in
settlement  thereof or paid by them in  satisfaction  of a judgment  of any such
action, suit or proceeding, except a judgment based upon a finding of bad faith.

(e) Plan Not Exclusive.  This Plan is not intended to be the exclusive  means by
which the  Company may issue  options or  warrants  to acquire its Stock,  stock
awards or any other type of award.  To the extent  permitted by applicable  law,
any such other  option,  warrants or awards may be issued by the  Company  other
than pursuant to this Plan without stockholder approval.

(f)  Governing  Law.  The Plan shall be governed by, and all  questions  arising
hereunder  shall be  determined  in  accordance  with,  the laws of the State of
Arizona.

(g) Withholding Taxes. Whenever the Company issues Stock under the Plan pursuant
to an Option,  the Company  shall have the right to require the grantee to remit
to the Company an amount  sufficient to satisfy any federal,  state and/or local
withholding  or  employment  tax  requirements  prior  to  the  delivery  of any
certificate  or  certificates  for such shares.  Alternatively,  the Company may
issue or transfer such shares of Stock net of the number of shares sufficient to
satisfy the withholding or employment tax requirements.  For such purposes,  the
shares of Stock shall be valued on the date the  withholding  or employment  tax
obligation is incurred.

SECTION 8. SECURITIES RESTRICTIONS

(a) Legend on Certificates. All certificates representing shares of Stock issued
upon exercise of Options  granted under the Plan shall be endorsed with a legend
reading as follows:

The shares of Common Stock evidenced by this certificate have been issued to the
registered owner in reliance upon written representations that these shares have
been purchased solely for investment.  These shares may not be sold, transferred
or assigned  unless in the opinion of the  Company  and its legal  counsel  such
sale,  transfer or assignment  will not be in violation of the Securities Act of
1933, as amended, and the rules and regulations thereunder.
<PAGE>
(b) Private  Offering for  Investment  Only. The Options are, and shall be, made
available  only to a limited  number of  present  and  future  employees  of the
Company,  and their permitted  transferees,  who have knowledge of the Company's
financial  condition,  management  and its affairs.  The Plan is not intended to
provide additional capital for the Company,  but to encourage ownership of Stock
among the Company's  employees.  By the act of accepting an Option, each grantee
or such permitted  transferee agrees (i) that, any shares of Stock acquired will
be solely for  investment  and not with any intention to resell or  redistribute
those  shares  and (ii)  such  intention  will be  confirmed  by an  appropriate
certificate  at the time the Stock is acquired if requested by the Company.  The
neglect or failure to execute such a  certificate,  however,  shall not limit or
negate the foregoing agreement.

(c) Registration  Statement.  If a Registration Statement covering the shares of
Stock  issuable upon  exercise of options  granted under the Plan is filed under
the Securities  Exchange Act of 1933, as amended,  and is declared  effective by
the  Securities  Exchange  Commission,  the  provisions of Sections 8(a) and (b)
shall terminate during the period of time that such Registration  Statement,  as
periodically amended, remains effective.

SECTION 9. DEFINITIONS.

The  following  capitalized  terms  used in this  Plan  shall  have the  meaning
described below:

"Affiliates"  shall mean all  "executive  officers"  (as that term is defined in
Rule  16a-1(f)  promulgated  under  the  Securities  Exchange  Act of 1934)  and
directors  of the  Company  and all  persons  who own 10  percent or more of the
Company's issued and outstanding Stock.

"Board" shall mean the Board of Directors of the Company.

"Change in Control"  shall mean (i) a person or related group of persons,  other
than the Company or a person that directly or indirectly controls, is controlled
by, or under common control with the Company,  acquires  ownership of 40 percent
or more of the  Company's  outstanding  common  stock  pursuant  to a tender  or
exchange  offer  which  the Board of  Directors  recommends  that the  Company's
stockholders  not  accept,  or (ii) the change in the  composition  of the Board
occurs  such that those  individuals  who were  elected to the Board at the last
stockholders'  meeting at which  there was not a  contested  election  for Board
membership  subsequently ceased to comprise a majority of the Board by reason of
a contested election.

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

"Company" shall mean Styling Technology Corporation, a Delaware corporation.
<PAGE>
"Eligible  Persons" shall mean those persons who, at the time that the Option is
granted,  are  employees of the Company,  who provide  valuable  services to the
Company or parent or subsidiaries of the Company.

"Optionholder" shall mean an Eligible Person to whom Options have been granted.

"Optioned  Shares"  shall be those  shares of Stock to be optioned  from time to
time to any Eligible Person.

"Options" shall mean options to acquire Stock granted under the Plan.

"Plan" shall mean this stock option plan for Styling Technology Corporation.

"Plan Administrator" shall mean the Board of Directors or a committee thereof.

"Service" shall have the meaning set forth in Section 5(m) hereof.

"Stock"  shall mean shares of the Company's  common stock,  $.0001 par value per
share,  which may be unissued or treasury shares,  as the Board may from time to
time determine.

This Plan is hereby executed this ______ day of __________, 1998.


                                        STYLING TECHNOLOGY CORPORATION


                                        By: /s/ Sam L. Leopold
                                            ------------------------------------
                                            Name: Sam L. Leopold
                                            Its: Chairman, President, and Chief
                                                 Executive Officer

ATTESTED BY:


------------------------------------
Secretary