COMPU-DAWN, INC.

                     1999 RESTRICTED STOCK RIGHTS GRANT PLAN


     1. Purpose.  The Compu-DAWN,  Inc. 1999 Restricted  Stock Rights Grant Plan
(the  "Plan") is  intended to advance  the  interests  of  Compu-DAWN,  Inc.,  a
Delaware  corporation  (the  "Company"),  by  encouraging  and enabling  certain
officers  and key  employees  of the  Company and its  subsidiaries,  upon whose
judgment,  initiative  and effort  the  Company  is  largely  dependent  for the
successful conduct of its business, to acquire and retain a proprietary interest
in the Company by ownership of its stock.

     2.  Definitions.  For purposes of the Plan, the following  terms shall have
the indicated meanings unless the context clearly indicates otherwise:

     "Peaceful  Surrender  Agreement"  means  that  certain  Peaceful  Surrender
Agreement dated January 8, 1999 between e.TV and LocalNet Communications,  Inc.,
a Florida corporation ("LocalNet").

     "Board" means the Board of Directors of the Company.

     "Code" means the Internal  Revenue Code of 1986,  as it may be amended from
time to time.

     "Common Stock" means the Company's Common Stock, par value $.01 per share.

     "Debtor  Business " shall have the meaning  ascribed to it in the  Peaceful
Surrender Agreement.

     "e.TV " shall mean e.TV Commerce,  Inc., a Delaware  corporation which is a
wholly owned subsidiary of the Company.

     "Effective Date" means the date hereof.

     "Fair Market Value" of the Shares means the closing price for  Compu-DAWN's
shares of Common Stock on the business day immediately preceding the date of the
Vesting Time. The closing price for such day shall be the last sale price or, in
case no last sale information is available for such day, the average of the last
reported  bid and asked  prices for such day,  in either  case on the  principal
national  securities  exchange on which Compu-DAWN's  shares of Common Stock are
listed or admitted  to trading,  or if not listed or admitted to trading on such
exchange,  as reported  by NASDAQ for such day,  or, if  Compu-DAWN's  shares of
Common  Stock are not listed on NASDAQ,  as reported by the NASD OTC  Electronic
Bulletin  Board (the  "Bulletin  Board") for such day,  or, if not listed on the
Bulletin Board, the average of the highest reported bid and lowest


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reported  asked prices as reported by the  National  Quotation  Bureau,  LLC, or
other similar  organization  if such  organization  is no longer  reporting such
information,  for such day, or if none of the  foregoing is so  available,  Fair
Market  Value for such day  shall be  determined  in good  faith by the Board of
Directors of Compu-DAWN.

     "Grant" means a grant of rights to receive Shares to a Participant pursuant
to the Plan.

     "Lock Up Period " means the period commencing on the date hereof and ending
on the second anniversary date hereof.

     "Parent"  means a parent  corporation  of the Company as defined in section
424(e) of the Code.

     "Participant"  means a Performance Group Member,  provided such Performance
Group  Member is  employed  by, or is  providing  services to the Company or its
subsidiary  in  connection  with the  operation  of the Debtor  Business  at the
Vesting Time.

     "Plan" means this Compu-DAWN, Inc. 1999 Restricted Stock Rights Grant Plan.

     "Shares"  means  shares of Common  Stock which are issued to a  Participant
pursuant to a Grant under the Plan.

     "Standard  Restrictions" means those restrictions set forth in Section 8(b)
hereof.

     "Subsidiary" means a subsidiary  corporation of the Company,  as defined in
Section 424(f) of the Code.

     "Vesting Time" means December 31, 2001.

     3. Administration of the Plan. The Plan shall be administered by the Board.
The Board shall have full and final authority in its discretion,  subject to the
provisions of the Plan, (a) to determine the Participants,  the time or times at
which Grants shall be made and the number of Shares so granted;  (b) to construe
and interpret the Plan; (c) to determine the terms,  restrictions and provisions
of the respective Grants,  which need not be identical,  including,  but without
limitation,  restrictions  on Shares  granted  and the  amount  and terms of the
purchase  price,  if  any,  of  Shares  granted;  and  (d)  to  make  all  other
determinations  and take all other actions deemed necessary or advisable for the
proper  administration of the Plan. All such actions and determinations shall be
conclusively binding for all purposes and upon all persons.

     4.  Number  of Shares  Subject  to the  Plan.  The  total  number of Shares
available for Grants under the Plan may not exceed in the  aggregate  2,000,000,
subject to adjustment upon occurrence of any of the events  indicated in Section
6 hereof (the "Total Share Amount"). The Shares to be delivered under the Grants
may consist, in whole or in part, of authorized but unissued

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Common Stock or treasury Common Stock not reserved for any other purpose.

     5. Lapsed Grants. If a Grant, or any portion thereof,  is forfeited for any
reason,  any Shares forfeited shall be available again for the making of a later
Grant hereunder.

     6.  Adjustment  in  Capitalization.  In  the  event  of any  change  in the
outstanding  shares of Common  Stock that  occurs  after the  Effective  Date by
reason  of a stock  dividend,  stock  split,  reorganization,  reclassification,
recapitalization,  merger,  consolidation,  combination,  exchange of shares, or
other similar  change,  then the  aggregate  number and class of shares or other
securities  that may be  issued or  transferred  pursuant  to the Plan,  and the
provisions,  terms and conditions of each  outstanding  Grant affected  thereby,
shall  be  adjusted   appropriately  by  the  Board  or  the  Committee,   whose
determination shall be conclusive.

     7. Eligibility and Participation. Grantees of Grants shall be the following
Participants  (collectively,  the "Performance Group"): Mark Honigsfeld, Rudy C.
Theale,  Jr., Robert E. Turner IV, Louis Libin,  David  Greenspan,  Paul Danner,
Chris  Liston,  and any other  person  who is  employed  by or who is  providing
services to the Company,  its Parent or its  subsidiaries in connection with the
Debtor Business who is elected to the Performance Group by a majority in Company
beneficial stock ownership (including each of their respective affiliated trusts
or  other  trust  or  estate  planning   vehicles  or  family  members  for  the
Participant's trust or estate planning purposes (the "Applicable Affiliates").

     8. Grants of Restricted Stock.

          (a)  Grant of  Restricted  Stock.  The  Company  hereby  grants to the
     Participants  and shall grant to future  Participants the right to receive,
     effective  at the Vesting  Time a number of Shares  based on the  following
     formula:

     N = (EBT / $10,000,000) X (PO / Total Share Amount) X (T / 36)

     where

     N = The number of Shares  each  Participant  is  entitled to receive at the
     Vesting Time.

     EBT = Net operating  earnings  before taxes of the Company,  without giving
     effect to the  issuance  of the  Shares  hereunder,  over a period of three
     fiscal  years  commencing  January 1, 1999 and ending on December 31, 2001,
     including  making up any losses for any fiscal year during such period,  of
     up to $10,000,000.

     PO = Each Performance Group Member's (including Applicable  Affiliates) pro
     rata beneficial ownership of Company Common Shares (including Common Shares
     underlying  options or warrants or other convertible  securities) or on the
     Effective  Date in relation to all  Compu-DAWN  Common  Shares owned by the
     Performance Group (including Applicable

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     Affiliates) as a whole.

     T = The number of months  during the period  commencing  on January 1, 1999
     and ending at the Vesting  Time that a  Performance  Group  Member has been
     employed  by, or has  provided  services  to, the  Company or e.TV  (and/or
     LocalNet prior to the date hereof).

(Based  upon the  foregoing  formula,  one  Company  share will be issued at the
Vesting Time for each $5.00 of EBT)

          (b)  Standard  Restrictions.  In  addition  to  any  other  applicable
     provisions  hereof,  the following  restrictions  in this Section 8(b) (the
     "Standard Restrictions") shall apply to the Grants hereunder:

               (i) No Shares  may be sold,  transferred,  pledged,  assigned  or
          otherwise  alienated or  hypothecated  until,  and to the extent that,
          such Shares are vested, and the Lock Up Period has expired.

               (ii) Shares  issuable by the Company  pursuant to rights  granted
          pursuant to a Grant are  non-vested at the time the Grant is made, but
          shall, unless earlier forfeited hereunder, vest at the Vesting Time.

               (iii) Certificates represents the Shares issuable hereunder shall
          bear  legends  required by the Company  relating  to  restrictions  on
          transfers  pursuant  to  the  Securities  Act  of  1933,  as  amended,
          applicable state securities laws and during the Lock Up Period.

The foregoing notwithstanding,  a Participant shall forfeit his right to receive
all Shares not previously  vested, if any, at such time as the Participant is no
longer  employed  by, or  rendering  services  to,  the  Company  or a Parent or
Subsidiary in connection with the operation of the Debtor Business.

          (c) No  Fractions.  No  fractions  of Shares will be issued  under the
     Plan.  Fractions  of one-half or more will be rounded up to the next higher
     whole number and  fractions of less than  one-half  will be rounded down to
     the next lower whole number.

     9.  Conditions  to Grants.  The making of any Grant and the issuance of any
Shares to a Participant shall be subject to the condition that:

          (a) if at any time the Company shall  determine in its discretion that
     the satisfaction of withholding tax or other  withholding  liabilities,  or
     that the listing,  registration,  or  qualification of any Shares otherwise
     deliverable  hereunder upon any  securities  exchange or under any state or
     federal law, or that the consent or approval of any regulatory  body or the
     stockholders  of the Company,  is necessary or desirable as a condition of,
     or in connection  with, the delivery or purchase of Shares pursuant hereto,
     then in any such event, such Grant or such issuance of Shares

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     shall not be  effective  unless such  withholding,  listing,  registration,
     qualification,  consent,  or approval  shall have been effected or obtained
     free of any conditions not acceptable to the Company.

          (b) Each  Participant  shall  deliver to the Company  such  investment
     representations  as the  Company  may  reasonably  require in order for the
     Shares to be issued to such Participant without  registration,  pursuant to
     Section 4(2) of the Securities Act of 1933, as amended.

     10.  Amendment,  Suspension,  and Termination of Plan. The Board may at any
time suspend or terminate  the Plan or any portion  thereof or may amend it from
time to time in such respects as the Board may deem  advisable in order that the
Grants  granted  hereunder  may conform to any change in the law or in any other
respects which the Board may deem to be in the best interests of the Company. No
Grants may be made during any  suspension or after the  termination of the Plan.
Except as provided in the Plan, no amendment,  suspension, or termination of the
Plan shall, without the Participant's consent, alter or impair any of the rights
or obligations under any Grant granted to such Participant under the Plan.

     11. Tax Withholding.  The Board may, in its sole discretion,  (a) require a
Participant  to remit to the Company a cash  amount  sufficient  to satisfy,  in
whole or in part,  any federal,  state and local  withholding  tax  requirements
prior to the delivery of any  certificate  for vested Shares pursuant to a Grant
hereunder;  (b) require a Participant to satisfy,  in whole or in part, any such
withholding tax requirements by having the Company,  upon any delivery of vested
Shares,  withhold  from such Shares  that  number of full  Shares  having a Fair
Market Value equal to the amount or portion of the amount  required or permitted
to be withheld;  or (c) satisfy such  withholding  requirements  through another
lawful method.

     12. Code  Section  83(b)  Elections.  Each  Participant  making an election
pursuant to Section  83(b) of the Code (if Code  Section  83(b) has  application
with  respect to the  Grant's  made  hereunder)  shall,  upon the making of such
election, promptly provide a copy of such election to the Company.

     13.  Employment.  Nothing in this Plan shall interfere with or limit in any
way the right of the  Company  or any  Parent or  Subsidiary  to  terminate  any
Participant's  employment or consulting or advisory arrangement at any time, nor
confer  upon any  Participant  any right to continue in the employ of, or render
consulting or advisory services to, the Company or any Parent or Subsidiary.

     14.  Effective  Date of the  Plan.  The  effective  date of the Plan is the
Effective Date, which is after the date of its adoption by the Board.

     15. Term. No Grants may be made under the Plan after the Vesting Time.  The
provisions  of the Plan  shall,  however,  continue to apply as to any Grants of
rights made prior to or on such date.

Dated: January 8, 1999


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