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EXHIBIT 10.8

PAYSTAR COMMUNICATIONS CORPORATION

2000  STOCK  OPTION/STOCK  ISSUANCE  PLAN

V. GENERAL PROVISIONS

A. PURPOSE OF THE PLAN

     This 2000 Stock Option/Stock Issuance Plan (the "Plan") is intended to
aid the Corporation (or any Parent or Subsidiary) in maintaining and
developing a management team, attracting qualified officers and employees
capable of assisting in the future success of the Corporation, and rewarding
those individuals who have contributed, or may contribute in the future, to
the success of the Corporation (or any Parent or Subsidiary).  It is designed
to aid the Corporation (and any Parent or Subsidiary) in retaining the
services of executives and Employees and in attracting new personnel when
needed for future operations and growth and to provide such personnel with an
incentive to remain Employees of the Corporation, to use their best efforts to
promote the success of the Corporation's business, and to provide them with an
opportunity to obtain or increase a proprietary interest in the Corporation.
It is further designed to attract and retain the best available personnel for
service as directors of the Corporation (or any Parent or Subsidiary), whether
or not such individuals may otherwise be Employees.  It is also designed to
permit the Corporation to reward those consultants or other independent advisors
 who are not Employees but who are perceived by management as having
contributed to the success of the Corporation (or any Parent or Subsidiary) or
who are important to the continued business and operations of the Corporation
(or any Parent or Subsidiary).

     Capitalized terms herein shall have the meanings assigned to such terms
in the attached Appendix.

B.  STRUCTURE OF THE PLAN

1.  The Plan shall be divided into two (2) separate equity programs:

a.  the Option Grant Program under which eligible persons may, at the discretion
of the Plan Administrator, be granted options to purchase shares of Common
Stock, and

b.  the Stock Issuance Program under which eligible persons may, at the
discretion of the Plan Administrator, be issued shares of Common Stock
directly, either through the immediate purchase of such shares or as a bonus
for services rendered to the Corporation (or any Parent or Subsidiary) or as
an incentive to perform services for the Corporation (or any Parent or
Subsidiary).

2.  The provisions of Sections I and IV shall apply to both equity programs
under the Plan and shall accordingly govern the interests of all persons under
the Plan.

C.  ADMINISTRATION OF THE PLAN

1.  The Plan shall be administered by the Board.  However, any or all
administrative functions otherwise exercisable by the Board may be delegated
to the Committee.  Members of the 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 also at any time terminate the functions of the
Committee and reassume all powers and authority previously delegated to the
Committee.

2.  The Plan Administrator shall have full power and authority (subject to the
provisions of the Plan) to establish such rules and regulations as it may deem
appropriate for proper administration of the Plan and to make such
determinations under, and issue such interpretations of, the Plan and any
outstanding options thereunder as it 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 option thereunder.

D.  ELIGIBILITY

1.  The Plan Administrator shall have full authority to determine, (i) with
respect to the option grants under the Option Grant Program, which eligible
persons are to receive option grants, the time or times when such option
grants are to be made, the number of shares to be covered by each such grant,
the status of the granted option as either an Incentive Option or a
Non-Statutory Option, the time or times at which each option is to become
exercisable, the vesting schedule (if any) applicable to the option shares and
the maximum term for which the option is to remain outstanding, and (ii) with
respect to stock issuances under the Stock Issuance Program, which eligible
persons are to receive stock issuances, the time or times when such issuances
are to be made, the number of shares to be issued to each Participant, the
vesting schedule (if any) applicable to the issued shares and the
consideration to be paid or given by the Participant for such shares.

2.  The Plan Administrator shall have the absolute discretion either to grant
options in accordance with the Option Grant Program or to effect stock
issuances in accordance with the Stock Issuance Program.

E.  STOCK SUBJECT TO THE PLAN

1.  The stock issuable under the Plan shall be shares of authorized but unissued
or reacquired Common Stock.  The maximum number of shares of Common Stock
which may be issued over the term of the Plan shall not exceed 3,000,000
shares.

2.  Shares of Common Stock subject to outstanding options shall be available for
subsequent issuance under the Plan to the extent (i) the options expire or
terminate for any reason prior to exercise in full or (ii) the options are
canceled in accordance with the cancellation-re-grant provisions of Section
II(E).

3.  Should any change be made to the Common Stock by reason of any stock split,
stock dividend, recapitalization, combination of shares, exchange of shares or
other change affecting the outstanding Common Stock as a class without the
Corporation's receipt of consideration, appropriate adjustments shall be made
to the maximum number and/or class of securities issuable under the Plan.  The
adjustments determined by the Plan Administrator shall be final, binding and
conclusive.

VI.  OPTION GRANT PROGRAM

A.  TYPES OF OPTIONS

          The Option Grant Program shall be comprised of two types of options
as follows:

1.  Incentive Options which are options intended to qualify under the Code,
subject to limiting conditions, for favorable tax treatment in respect of the
recognition of ordinary income, gain, or loss and withholding requirements
applicable to the exercise of the options and disposition of the shares of
Common Stock acquired upon exercise of Incentive Options.

2.  Non-Statutory Options which are those options that are not intended to
qualify under the Code for favorable tax treatment in respect of the
recognition of ordinary income, gain, or loss and withholding requirements
applicable to the exercise of options and disposition of shares of Common
Stock acquired pursuant to the exercise of the Non-Statutory options.  The
Option grant program intends that the treatment of such transactions in
respect of Non-Statutory Options will be governed by the taxation rules
applicable to the transfer of property in connection with the performance of
services.

B.  OPTION TERMS APPLICABLE TO BOTH INCENTIVE AND NON-STATUTORY OPTIONS

1.  Option Agreements.

     Each option shall be evidenced by one or more option agreements between
the Corporation and the Optionee.  Option agreements shall designate the
number of shares and the exercise price of the Option to which it pertains,
and shall set forth the vesting schedule of the Option or state that the
Option is vested immediately.  The option agreements shall be in writing,
dated as of the date the option is granted, and shall be executed on behalf of
the Corporation by such officers as the Board shall authorize.  Option
agreements shall be in such form and contain such additional provisions as the
Plan Administrator shall prescribe, but in no event shall they contain
provisions inconsistent with the provisions of this Plan.

2.  Exercise Price.

a.  The exercise price per share shall be fixed by the Plan Administrator for
Incentive and Non-Statutory Options as set forth below.

b.  The exercise price shall become immediately due upon exercise of the option
and shall, subject to the provisions of Section IV(A) and the documents
evidencing the option, be payable in cash or check made payable to the
Corporation.  The Plan Administrator, in its discretion, may also permit the
exercise price to be paid partly in cash and/or as follows:

(1)in shares of Common Stock valued at Fair Market Value on the Exercise Date,
or

(2)to the extent the option is exercised for vested shares, through a special
sale and remittance procedure pursuant to which the Optionee shall
concurrently provide irrevocable written instructions (A) to a
Corporation-designated brokerage firm to effect the immediate sale of the
purchased shares and remit to the Corporation, out of the sale proceeds
available on the settlement date, sufficient funds to cover the aggregate
exercise price payable for the purchased shares plus all applicable Federal,
state and local income and employment taxes required to be withheld by the
Corporation by reason of such exercise, and (B) to the Corporation to deliver
the certificates for the purchased shares directly to such brokerage firm in
order to complete the sale.

c.  Except to the extent such sale and remittance procedure is utilized, payment
of the exercise price for the purchased shares must be made on the Exercise
Date.

3.  Exercise and Term of Options.

      Each option shall be exercisable at such time or times, during such
period and for such number of shares as shall be determined by the Plan
Administrator and set forth in the documents evidencing the option grant.
However, no option shall have a term in excess of ten (10) years measured from
the option grant date.  The terms of Incentive and Non-Qualified Options shall
be fixed by the Plan Administrator within the limits specified below.

4.  Effect of Termination of Service.

a.  The following provisions shall govern the exercise of any options held by
the Optionee at the time of cessation of Service or death:

(1)Should the Optionee cease to remain in Service for Misconduct, then the
options shall terminate on the date of cessation of the Service.

(2)Should the Optionee cease to remain in Service for any reason other than
Misconduct, Disability or death, then the Optionee shall have a period of
three (3) months following the date of such cessation of Service during which
to exercise each outstanding option held by such Optionee.

(3)Should Optionee's Service terminate by reason of Disability, then the
Optionee shall have a period of twelve (12) months following the date of such
cessation of Service during which to exercise each outstanding option held by
such Optionee.

(4)If the Optionee dies while holding an outstanding option, then the personal
representative of his or her estate or the person or persons to whom the
option is transferred pursuant to the Optionee's will or the laws of
inheritance shall have a twelve (12) month period following the date of the
Optionee's death to exercise such option.

(5)Under no circumstances, however, shall any such option be exercisable after
the specified expiration of the option term.

(6)During the applicable post-Service exercise period, the option may not be
exercised in the aggregate for more than the number of vested shares for which
the option is exercisable on the date of the Optionee's cessation of Service.
Upon the expiration of the applicable exercise period or (if earlier) upon the
expiration of the option term, the option shall terminate and cease to be
outstanding for any vested shares for which the option has not been
exercised.  However, the option shall, immediately upon the Optionee's
cessation of Service, terminate and cease to be outstanding with respect to
any and all option shares for which the option is not otherwise at the time
exercisable or in which the Optionee is not otherwise at that time vested.

b.  The Plan Administrator shall have the discretion, exercisable either at the
time an option is granted or at any time while the option remains outstanding,
to:

(1)extend the period of time for which the option is to remain exercisable
following Optionee's cessation of Service or death from the limited period
otherwise in effect for that option to such greater period of time as the Plan
Administrator shall deem appropriate, but in no event beyond the expiration of
the option term; and/or

(2)permit the option to be exercised, during the applicable post-Service
exercise period, not only with respect to the number of vested shares of
Common Stock for which such option is exercisable at the time of the
Optionee's cessation of Service but also with respect to one or more
additional installments in which the Optionee would have vested under the
option had the Optionee continued in Service.

5.  Shareholder Rights.  The holder of an option shall have no shareholder
rights with respect to the shares subject to the option until such person
shall have exercised the option, paid the exercise price, and become a holder
of record of the purchased shares.

6.  Vesting Provisions.  The Plan Administrator may not impose a vesting
schedule upon any option grant which is more restrictive than twenty percent
(20%) per year vesting, with the initial vesting to occur not later than one
(1) year after the option grant date.

7.  Limited Transferability of Options.  During the lifetime of the Optionee,
the option shall be exercisable only by the Optionee and shall not be
assignable or transferable other than by will or by the laws of descent and
distribution following the Optionee's death.

8.  Withholding.  The Corporation's obligation to deliver shares of Common Stock
upon the exercise of any options granted under the Plan shall be subject to
the satisfaction of all applicable Federal, state and local income and
employment tax withholding requirements.

C.  INCENTIVE OPTIONS

     The terms specified below shall be applicable to all Incentive Options.
Except as modified by the provisions of this Section II(C), all the provisions
of the Plan shall be applicable to Incentive Options.  Options which are
specifically designated as Non-Statutory Options shall not be subject to the
terms of this Section II (C).

1.  Eligibility.  Incentive Options may only be granted to Employees.

2.  Exercise Price.  The exercise price per share shall not be less than one
hundred percent (100%) of the Fair Market Value per share of Common Stock on
the option grant date.  For options granted to a 10% Shareholder, the exercise
price per share shall not be less than one hundred ten percent (110%) of the
Fair Market Value per share of Common Stock on the option grant date.

3.  Dollar Limitation.  The aggregate Fair Market Value of the shares of Common
Stock (determined as of the respective date or dates of grant) for which one
or more options granted to any Employee under the Plan (or any other option
plan of the Corporation or any Parent or Subsidiary) may for the first time
become exercisable as Incentive Options during any one (1) calendar year shall
not exceed the sum of One Hundred Thousand Dollars ($100,000).  To the extent
the Employee holds two (2) or more such options which become exercisable for
the first time in the same calendar year, the foregoing limitation on the
exercisability of such options as Incentive Options shall be applied on the
basis of the order in which such options are granted.

4.  Option Term for 10% Shareholder.  If any Employee to whom an Incentive
Option is granted is a 10% Shareholder, then the option term shall not exceed
five (5) years measured from the option grant date.

D.  NON-STATUTORY OPTIONS

     The terms specified below shall be applicable to all Non-Statutory
Options.  Except as modified by the provisions of this Section II(D), all the
provisions of the Plan shall be applicable to Non-Statutory Options.

1.  Eligibility.  Non-Statutory Options may be granted to the following persons:

a.  Employees,

b.  non-employee members of the Board or the non-employee members of the board
of directors of any Parent or Subsidiary, and

c.  consultants and other independent advisors who provide services to the
Corporation (or any Parent or Subsidiary), provided that such consultants or
advisors are natural persons; that they provide bona fide services to the
Corporation (or the Parent or Subsidiary); and that the services 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 Corporation's securities.

2.  Exercise Price.  The exercise price per share covered by a Non-Statutory
Option shall not be less than eighty-five percent (85%) of the Fair Market
Value per share of Common Stock on the option grant date.

E.  CORPORATE TRANSACTION

1.  The Plan and each option outstanding under the Plan at the time of a
Corporate Transaction shall terminate and cease to be outstanding, but only
after each Optionee (or the successor in interest) has been given, for the
period of ten (10) days ending five (5) days before the effective date of the
Corporate Transaction (or such longer period as the Board may specify), the
right to exercise any unexpired option in full or in part, but only to the
extent that, on the date of such Corporate Transaction, such Optionee's right
to exercise such option has vested pursuant the terms of the applicable option
agreement and has not previously been exercised.  However, the outstanding
options shall not terminate and cease to be outstanding on such an accelerated
basis if and to the extent such options are assumed by the successor
corporation (or parent thereof) in the Corporate Transaction.

2.  Each option which is assumed in connection with a Corporate Transaction
shall be appropriately adjusted, immediately after such Corporate Transaction,
to apply to the number and class of securities which would have been issuable
to the Optionee in consummation of such Corporate Transaction, had the option
been exercised immediately prior to such Corporate Transaction.  Appropriate
adjustments shall also be made to (i) the number and class of securities
available for issuance under the Plan following the consummation of such
Corporate Transaction and (ii) the exercise price payable per share under each
outstanding option, provided the aggregate exercise price payable for such
securities shall remain the same.

3.  The Plan Administrator shall have the discretion, exercisable either at the
time the option is granted or at any time while the option remains
outstanding, to provide for the automatic acceleration (in whole or in part)
of one or more outstanding options upon the occurrence of a Corporate
Transaction, whether or not those options are to be assumed or replaced in the
Corporate Transaction.

4.  The portion of any Incentive Option accelerated in connection with a
Corporate Transaction shall remain exercisable as an Incentive Option only to
the extent the applicable One Hundred Thousand Dollar ($100,000) limitation is
not exceeded.  To the extent such dollar limitation is exceeded, the
accelerated portion of such option shall be exercisable as a Non-Statutory
Option under the Federal tax laws.

5.  Subject to Section II(F) below, the grant of options under the Plan shall in
no way affect the right of the Corporation to adjust, reclassify, reorganize
or otherwise change its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any part of its
business or assets.

F.  ADJUSTMENTS

1.  If the Corporation shall at any time subdivide its outstanding shares of
Common Stock by recapitalization, reclassification or split-up thereof, or if
the Corporation shall declare a stock dividend or distribute shares of Common
Stock to its stockholders, the number of shares of Common Stock purchasable
upon exercise of the options immediately prior to such subdivision shall be
proportionately increased in each instance, and if the Corporation shall at
any time combine the outstanding shares of Common Stock by  recapitalization,
reclassification or combination thereof, the number of shares of Common Stock
purchasable upon exercise of the options immediately prior to such combination
shall be proportionately decreased in each instance.  Any adjustment which is
the result of a stock dividend or distribution shall be effective on the
record date therefor.

2.  Whenever the number of shares of Common Stock purchasable upon the exercise
of any of the options is required to be adjusted as provided in Section
II(F)(1) above, the exercise price per share shall be adjusted (to the nearest
cent) in each instance by multiplying such exercise price per share
immediately prior to such adjustment by a fraction (x) the numerator of which
shall be the number of shares of Common Stock purchasable upon the exercise of
the options immediately prior to such adjustment, and (y) the denominator of
which shall be the number of shares of Common Stock so purchasable immediately
thereafter.

3.  In case the Corporation shall, at any time prior to the expiration date of
the options, and prior to the exercise thereof, offer to the holders of its
Common Stock any right to subscribe for additional shares of any class of the
Corporation, then the Corporation shall give written notice thereof to the
registered holders of the options not less than thirty (30) days prior to the
date on which the books of the Corporation are closed  or a record date fixed
for the determination of stockholders entitled to such subscription rights.
Such notice shall specify the date as to which the books shall be closed or
record date be fixed with respect to such offer or subscription, and the right
of the holders to participate in such offer or subscription shall terminate if
the options shall not be exercised on before the date of such closing of the
books or such record date.

4.  If the Corporation shall take any action affecting the shares of its Common
Stock, other than that action described in this Plan, which, in the opinion of
the Plan Administrator, would materially affect the rights of the holders of
the options or the exercise price per share, the number of shares of Common
Stock purchasable on exercise of the options shall be adjusted in each
instance and at such time as the Plan Administrator, in good faith, may
determine to be equitable under the circumstances.  The adjustments determined
by the Plan Administrator shall be final, binding, and conclusive.

5.  Any changes or adjustments in the number of shares of Common Stock
purchasable upon the exercise of the options or in the exercise price of
options, as required or authorized by this Section II(F), shall be made with
respect to all authorized options whether or not they have yet been issued or
outstanding at the time of the occurrence of the circumstance leading to such
change or adjustment.

G.  CANCELLATION AND RE-GRANT 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 option holders and
subject to approval of the shareholders of the Corporation, the cancellation
of any or all outstanding options under the Plan and to grant in substitution
therefor new options covering the same or different number of shares of Common
Stock but with an exercise price per share based on the Fair Market Value per
share of Common Stock on the new option grant date.  The type and amount of
consideration for the substituted options shall be subject to the approval of
the Plan Administrator.

VII.  STOCK ISSUANCE PROGRAM

A.  STOCK ISSUANCE TERMS

     Shares of Common Stock may be issued under the Stock Issuance Program
through direct and immediate issuances without any intervening option grants.
Each such stock issuance shall be evidenced by a Stock Issuance Agreement
which complies with the terms specified below.

1.  Cost of Shares.  Grants of shares of Common Stock under the Stock Issuance
Program shall be made at such cost as the Plan Administrator shall determine
and may be issued for no monetary consideration, subject to applicable state
law.

2.  Vesting Provisions.

a.  Shares of Common Stock issued under the Stock Issuance Program may, in the
discretion of the Plan Administrator, be fully and immediately vested upon
issuance or may vest in one or more installments over the Participant's period
of Service or upon attainment of specified performance objectives.  However,
the Plan Administrator may not impose a vesting schedule upon any stock
issuance effected under the Stock Issuance Program which is more restrictive
than twenty percent (20%) per year vesting, with initial vesting to occur not
later than one (1) year after the issuance date.

b.  Any new, substituted or additional securities or other property (including
money paid other than as a regular cash dividend) which the Participant may
have the right to receive with respect to the Participant's unvested shares of
Common Stock by reason of any stock dividend, stock split, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Corporation's receipt of
consideration shall be issued subject to (i) the same vesting requirements
applicable to the Participant's unvested shares of Common Stock and (ii) such
escrow arrangements as the Plan Administrator shall deem appropriate.

c.  Unless specified otherwise in the Stock Issuance Agreement, the Participant
shall have full shareholder rights with respect to any shares of Common Stock
issued to the Participant under the Stock Issuance Program, whether or not the
Participant's interest in those shares is vested, and accordingly, the
Participant shall have the right to vote such shares and to receive any
regular cash dividends paid on such shares.

d.  Should the Participant cease to remain in Service while holding one or more
unvested shares of Common Stock issued under the Stock Issuance Program or
should the performance objectives not be attained with respect to one or more
such unvested shares of Common Stock, then those shares shall be immediately
surrendered to the Corporation for cancellation, and the Participant shall
have no further shareholder rights with respect to those shares.  To the
extent the surrendered shares were previously issued to the Participant for
consideration paid in cash or cash equivalent (including the Participant's
purchase-money indebtedness), the Corporation shall repay to the Participant
the cash consideration paid for the surrendered shares and shall cancel the
unpaid principal balance of any outstanding purchase-money note of the
Participant attributable to such surrendered shares.

e.  The Plan Administrator may in its discretion waive the surrender and
cancellation of one or more unvested shares of Common Stock (or other assets
attributable thereto) which would otherwise occur upon the non-completion of
the vesting schedule applicable to such shares.  Such waiver shall result in
the immediate vesting of the Participant's interest in the shares of Common
Stock as to which the waiver applies.  Such waiver may be effected at any
time, whether before or after the Participant's cessation of Service or the
attainment or non-attainment of the applicable performance objectives.

3.  Non-transferability.  Shares of Common Stock granted under the Stock
Issuance program shall not be transferable until the shares are vested.

B.  CORPORATE TRANSACTION

1.  Upon the occurrence of a Corporate Transaction all unvested shares not
assumed by the successor corporation (or parent thereof) shall be immediately
surrendered to the Corporation for cancellation, and the Participant shall
have no further shareholder rights with respect to those shares.  To the
extent the surrendered shares were previously issued to the Participant for
consideration paid in cash or cash equivalent (including the Participant's
purchase-money indebtedness), the Corporation shall repay to the Participant
the cash consideration paid for the surrendered shares and shall cancel the
unpaid principal balance of any outstanding purchase-money note of the
Participant attributable to such surrendered shares.

2.  The Plan Administrator shall have the discretionary authority, exercisable
either at the time the unvested shares are issued or any time while the
Corporation's repurchase rights with respect to those shares remaining
outstanding, to provide that those rights shall automatically terminate on an
accelerated basis, and the shares of Common Stock subject to those terminated
rights shall immediately vest, in the event of a Corporate Transaction or in
the event that the Participant's Service should subsequently terminate by
reason of an Involuntary Termination within a period designated by the Plan
Administrator following the effective date of any Corporate Transaction in
which those repurchase rights are assumed by the successor corporation (or
parent thereof).

C.  SHARE ESCROW/LEGENDS

     Unvested shares may, in the Plan Administrator's discretion, be held in
escrow by the Corporation until the Participant's interest in such shares
vests or may be issued directly to the Participant with restrictive legends on
the certificates evidencing those unvested shares.

VIII.  MISCELLANEOUS

A.  FINANCING

     The Plan Administrator may permit any Optionee or Participant to pay the
option exercise price or the purchase price for shares issued to such person
under the by delivering a full-recourse, interest-bearing promissory note
payable in one or more installments and secured by the purchased shares.  In
no event shall the maximum credit available to the Optionee or Participant
exceed the sum of (i) the aggregate option exercise price or purchase price
payable for the purchased shares plus (ii) any Federal, state and local income
and employment tax liability incurred by the Optionee or the Participant in
connection with the option exercise or share purchase.

B.  EFFECTIVE DATE AND TERM OF PLAN

1.  The Plan shall become effective when adopted by the Board, but no option
granted under the Plan may be exercised, and no shares shall be issued under
the Plan, until the Plan is approved by the Corporation's shareholders.  If
such shareholder approval is not obtained within twelve (12) months after the
date of the Board's adoption of the Plan, then all options previously granted
under the Plan shall terminate and cease to be outstanding, and no further
options shall be granted and no shares shall be issued under the Plan.
Subject to such limitation, the Plan Administrator may grant options and issue
shares under the Plan at any time after the effective date of the Plan and
before the date fixed herein for termination of the Plan.

2.  The Plan shall terminate upon the earliest of (i) December 31, 2009, (ii)
the date on which all shares available for issuance under the Plan shall have
been issued, or (iii) the termination of all outstanding options in connection
with a Corporate Transaction.  All options and unvested stock issuances
outstanding at that time under the Plan shall continue to have full force and
effect in accordance with the provisions of the documents evidencing such
options or issuances.

C.  AMENDMENT OF THE PLAN

1.  The Board shall have complete and exclusive power and authority to amend or
modify the Plan in any or all respects, except as set forth herein.  However,
no such amendment or modification shall adversely affect the rights and
obligations with respect to options or unvested stock issuances at the time
outstanding under the Plan unless the Optionee or the Participant consents to
such amendment or modification.  In addition, the Board shall not amend the
Plan, without approval of the shareholders of the Corporation, in a manner
which would:

a.  Cause Options which are intended to qualify as Incentive Options to fail to
qualify;
b.  increase the number of shares of Common Stock issuable over the term of the
Plan;
c.  cause the Plan to fail to meet the requirements of Rule 16b-3; or
d.  violate applicable law.

2.  Options may be granted under the Option Grant Program and shares may be
issued under the Stock Issuance Program which are in each instance in excess
of the number of shares of Common Stock then available for issuance under the
Plan, provided any excess shares actually issued under those programs shall be
held in escrow until there is obtained shareholder approval of an amendment
sufficiently increasing the number of shares of Common Stock available for
issuance under the Plan.  If such shareholder approval is not obtained within
twelve (12) months after the date the first such excess issuances are made,
then (i) any unexercised options granted on the basis of such excess shares
shall terminate and cease to be outstanding and (ii) the Corporation shall
promptly refund to the Optionees and the Participants the exercise or purchase
price paid for any excess shares issued under the Plan and held in escrow,
together with interest (at the applicable Short Term Federal Rate) for the
period the shares were held in escrow, and such shares shall thereupon be
automatically canceled and cease to be outstanding.

D.  USE OF PROCEEDS

Any cash proceeds received by the Corporation from the sale of shares of
Common Stock under the Plan shall be used for general corporate purposes.

E.  WITHHOLDING

     The Corporation's obligation to deliver shares of Common Stock upon the
exercise of any options or upon the vesting of any shares issued under the
Plan shall be subject to the satisfaction of all applicable Federal, state and
local income and employment tax withholding requirements.

F.  REGULATORY APPROVALS

     The implementation of the Plan, the granting of any options under the
Plan and the issuance of any shares of Common Stock (i) upon the exercise of
any option or (ii) under the Stock Issuance Program shall be subject to the
Corporation's procurement of all approvals and permits required by regulatory
authorities having jurisdiction over the Plan, the options granted under it
and the shares of Common Stock issued pursuant to it.

G.  NO EMPLOYMENT OR SERVICE RIGHTS

     Nothing in the Plan shall confer upon the Optionee or the Participant any
right to continue in Service for any period of specific duration or interfere
with or otherwise restrict in any way the rights of the Corporation (or any
Parent or Subsidiary employing or retaining such person) or of the Optionee or
the Participant, which rights are hereby expressly reserved by each, to
terminate such person's Service at any time for any reason, with or without
cause.

H.  INDEMNIFICATION

     In addition to such other rights as they may have as directors or as
members of the Committee, the members of the Plan Administrator shall be
indemnified by the Corporation against the reasonable expenses, including
attorneys' fees, actually and necessarily incurred in connection with the
defense of any action, suit, or proceeding, and in connection with any appeal
therein, to which they or any of them may be a party by reason of any action
or failure to act under or in connection with this Plan or any option or stock
award granted hereunder, and against all amounts paid by them in settlement
thereof (provided such settlement is approved by independent legal counsel
selected by the Corporation) or paid by them in satisfaction of a judgement in
any such action, suit, or proceeding, except in relation to matters as to
which it shall be finally adjudged in such action, suit, or proceeding that
such member of the Plan Administrator is liable for gross negligence or
willful misconduct in the performance of his duties; provided that within 60
days after institution of any such action, suit, or proceeding (or within 30
days after service upon such member of legal process in such case, if later) a
member of the Plan Administrator shall in writing offer the Corporation the
opportunity, at its own expense, to handle and defend the same.

I.  RULE 16b-3

     With respect to Participates subject to Rule 16b-3, transactions under
the Plan are intended to comply with all applicable provisions of Rule 16b-3.
To the extent any provision of the Plan or action by the Plan Administrator
fails to so comply, it shall be deemed null and void, to the extent permitted
by law and deemed  advisable by the Plan Administrator.

J.  RELATIONSHIP TO OTHER PLANS

     Nothing in this Plan shall prevent the Corporation (or any Parent or
Subsidiary) from adopting or continuing other or additional compensation
arrangements, including without limitation plans providing for the granting of
restricted stock awards, options, cash, or Common Stock performance bonuses.
Grants under the Plan may form a part of or otherwise be related to such other
or additional compensation arrangements.

<PAGE>
APPENDIX

The following definitions shall be in effect under the Plan:

     Board shall mean the Corporation's Board of Directors.

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

     Committee shall mean a committee of two (2) or more non-employee Board
      members appointed by the Board to exercise one or more administrative
      functions under the Plan.

     Common Stock shall mean the Corporation's common stock.

     Corporate Transaction shall mean either of the following shareholder
      approved transactions to which the Corporation is a party:

(a)     a merger or consolidation in which securities possessing more than
fifty percent (50%) of the total combined voting power of the Corporation's
outstanding securities are transferred to a person or persons different from
the persons holding those securities immediately prior to such transaction, or

(b)     the sale, transfer or other disposition of all or substantially all of
the Corporation's assets in complete liquidation or dissolution of the
Corporation.

     Corporation shall mean PayStar Communications Corporation, a Nevada
corporation.

     Disability shall mean the inability of the Optionee or the Participant to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment and shall be determined by the Plan
Administrator on the basis of such medical evidence as the Plan Administrator
deems warranted under the circumstances.

     Employee shall mean an individual who is in the employ of the Corporation
(or any Parent or Subsidiary), subject to the control and direction of the emplo
yer entity as to both the work to be performed and the manner and method of
performance.

     Exercise Date shall mean the date on which the Corporation shall have
received written notice of the option exercise.

     Fair Market Value per share of Common Stock on any relevant date shall be
determined in accordance with the following provisions:

(a)    If the Common Stock is at the time traded on the NASDAQ National
Market, then the Fair Market Value shall be the closing selling price per
share of Common Stock on the date in question, as such price is reported by
the National Association of Securities Dealers on the NASDAQ National Market
or any successor system.  If there is no closing selling price for the Common
Stock on the date in question, then the Fair Market Value shall be the closing
selling price on the last preceding date for which such quotation exists.

(b)     If the Common Stock is at the time listed on any Stock Exchange, then
the Fair Market Value shall be the closing selling price per share of Common
Stock on the date in question on the Stock Exchange determined by the Plan
Administrator to be the primary market for the Common Stock, as such price is
officially quoted in the composite tape of transactions on such exchange.  If
there is no closing selling price for the Common Stock on the date in
question, then the Fair Market Value shall be the closing selling price on the
last preceding date for which such quotation exists.

(c)     If the Common Stock is at the time neither listed on any Stock
Exchange nor traded on the NASDAQ National Market, then the Fair Market Value
shall be determined by the Plan Administrator after taking into account such
factors as the Plan Administrator shall deem appropriate.

     Incentive Option shall mean an option which satisfies the requirements of
Code Section 422.

     Involuntary Termination shall mean the termination of the Service of any
individual which occurs by reason of :

(a)     such individual's involuntary dismissal or discharge by the
Corporation for reasons other than Misconduct, or

(b)     such individual's voluntary resignation following (A) a change in his
or her position with the Corporation which materially reduces his or her level
of responsibility, (B) a reduction in his or her level of compensation
(including base salary, fringe benefits and target bonuses under any corporate
performance based bonus or incentive programs) by more than fifteen percent
(15%), or (c) a relocation of such individual's place of employment by more
than fifty (50) miles, provided and only if such change, reduction or
relocation is effected without the individual's consent.

The Plan Administrator shall be entitled to revise the definition of
Involuntary Termination and Misconduct with respect to individual Optionees or
Participants under the Plan.

     Misconduct shall mean the commission of any act of fraud, embezzlement or
dishonesty by the Optionee or Participant, any unauthorized use or disclosure
by such person of confidential information or trade secrets of the Corporation
(or any Parent or Subsidiary), or any other intentional misconduct by such
person adversely affecting the business or affairs of the Corporation (or any
Parent or Subsidiary) in a material manner.  The foregoing definition shall
not be deemed to be inclusive of all the acts or omissions which the
Corporation (or any Parent or Subsidiary) may consider as grounds for the
dismissal or discharge of any Optionee, Participant or other person in the
Service of the Corporation (or any Parent or Subsidiary).

     1934 Act shall mean the Securities Exchange Act of 1934, as amended.

     Non-Statutory Option shall mean an option not intended to satisfy the
requirements of Code Section 422.

     Option Grant Program shall mean the option grant program in effect under
the Plan.

     Optionee shall mean any person to whom an option is granted under the
Plan.

     Parent shall mean any corporation (other than the Corporation) in an
unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the
time of the determination, stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

     Participant shall mean any person who is issued shares of Common Stock
under the Stock Issuance Program.

     Plan shall mean the Corporation's 2000 Stock Option/Stock Issuance Plan,
as set forth in this document.

     Plan Administrator shall mean either the Board or the Committee acting in
its capacity as administrator of the Plan.

     Rule 16b-3 shall mean Rule 16b-3 promulgated under the 1934 Act by the
U.S. Securities and Exchange Commission, as amended, or any successor rule in
effect from time to time.

     Service shall mean the provision of services to the Corporation (or any
Parent or Subsidiary) by a person in the capacity of an Employee, a
non-employee member of the board of directors or a consultant or independent
advisor, except to the extent otherwise specifically provided in the documents
evidencing the option grant.

     Stock Exchange shall mean either the American Stock Exchange or the New
York Stock Exchange.

     Stock Issuance Agreement shall mean the agreement entered into by the
Corporation and the Participant at the time of issuance of shares of Common
Stock under the Stock Issuance Program.

     Stock Issuance Program shall mean the stock issuance program in effect
under the Plan.

     Subsidiary shall mean any corporation (other than the Corporation) in an
unbroken chain of corporations beginning with the Corporation, provided each
corporation (other than the last corporation) in the unbroken chain owns, at
the time of the determination, stock possessing fifty percent (50%) or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain.

     10% Shareholder shall mean the owner of stock (as determined under Code
Section 424(d)) possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Corporation (or any Parent or
Subsidiary).

<PAGE>
PAYSTAR COMMUNICATIONS CORPORATION GRANT OF STOCK OPTION


     This Grant of Stock Option is hereby offered to Optionee with respect to
the following option grant (the "Option") to purchase shares of the Common
Stock of PayStar Communications Corporation (the "Corporation"):

     Optionee:

     Grant Date:

     Vesting Commencement:

     Exercise Price:  $_____ per share

     Number of Option Shares:             shares

     Expiration Date:

     Type of Option:             Non-Statutory
                                 Incentive Stock Option

     Date Exercisable:  Following Vesting

     Vesting Schedule:

     Optionee understands and agrees that the Option is granted subject to and
in accordance with the terms of the PayStar Communications Corporation 2000
Stock Option/Stock Issuance Plan (the "Plan").  Optionee further agrees to be
bound by the terms of the Plan and the terms of the Option as set forth in the
Stock Option Agreement, a copy of which is attached hereto as Exhibit A.

     Optionee understands that any Option Shares purchased under the Option
will be subject to the terms set forth in the Stock Purchase Agreement
attached hereto as Exhibit B.  Optionee hereby acknowledges receipt of a copy
of the Plan in the form attached hereto as Exhibit C.

     All capitalized terms in this Grant form shall have the meaning assigned
to them in this form or in the attached Plan.

     Assuming that you are in agreement with the terms of this Grant of Stock
Option, please sign your name in the space indicated below.

                                   PayStar Communications Corporation


                                   By:

                                   Title:

AGREED:


OPTIONEE

Address:


Exhibit A     Stock Option Agreement
Exhibit B     Stock Purchase Agreement
Exhibit C     2000 Stock Option/Stock Issuance Plan

<PAGE>
EXHIBIT A

PAYSTAR COMMUNICATIONS CORPORATION
STOCK OPTION AGREEMENT

RECITALS

     A.     The Board has adopted the Plan for the purpose of retaining the
services of selected Employees, non-employee members of the Board or the Board
of Directors of any Parent or Subsidiary and consultants and other independent
advisors in the service of the Corporation (or any Parent or Subsidiary).

     B.     Optionee is to render valuable services to the Corporation (or a
Parent or Subsidiary), and this Agreement is executed pursuant to, and is
intended to carry out the purposes of, the Plan in connection with the
Corporation's grant of an option to Optionee.

     C.     All capitalized terms in this Agreement shall have the meaning
assigned to them in the attached Appendix.

          NOW, THEREFORE, it is hereby agreed as follows:

     1.     Grant of Option.  The Corporation hereby grants to Optionee, as of
the Grant Date, an option to purchase up to the number of Option Shares
specified in the Grant Form.  The Option Shares shall be purchasable from time
to time during the option term specified in Paragraph 2 at the Exercise Price.

     2.     Option Term.  This option shall have a term commencing on the
Grant Date and shall accordingly expire at the close of business on the
Expiration Date, unless sooner terminated in accordance with Paragraph 5 or 6.

     3.     Limited Transferability.  During Optionee's lifetime, this option
shall be exercisable only by Optionee and shall not be assignable or
transferable other than by will or by the laws of descent and distribution
following Optionee's death.

     4.     Dates of Exercise.  This option shall become exercisable for the
Option Shares in one or more installments as specified in the Grant Form.  As
the option becomes exercisable for such installments, those installments shall
accumulate and the option shall remain exercisable for the accumulated
installments until the Expiration Date or sooner termination of the option
term under Paragraph 5 or 6.

     5.     Cessation of Service.  The option term specified in Paragraph 2
shall terminate (and this option shall cease to be outstanding) prior to the
Expiration Date should the Optionee cease to remain in Service as provided in
the Plan.  Except as provided in the Plan, during the limited period of
post-Service exercisability, this option may not be exercised in the aggregate
for more than the number of Option Shares in which Optionee is, at the time of
Optionee's cessation of Service, vested pursuant to the Vesting Schedule
specified in the Grant Form.  Upon the expiration of such limited exercise
period or (if earlier) upon the Expiration Date, this option shall terminate
and cease to be outstanding for any vested Option Shares for which the option
has not been exercised.  To the extent Optionee is not vested in the Option
Shares at the time of Optionee's cessation of Service, this option shall
immediately terminate and cease to be outstanding with respect to those
shares.  In the event of a Corporate Transaction, the provisions of Paragraph
6 shall govern the period for which this option is to remain exercisable
following Optionee's cessation of Service and shall supersede any provisions
to the contrary in this paragraph.

     6.     Corporate Transaction

          (a)     The vesting provisions set forth in the Grant Form shall
apply in the event of a Corporate Transaction (as defined in the appendix to
this Agreement).

          (b)     Immediately following the Corporate Transaction, this option
shall terminate and cease to be outstanding, except to the extent assumed by
the successor corporation (or parent thereof) in connection with the Corporate
Transaction.

          (c)     If this option is assumed in connection with a Corporate
Transaction, then this option shall be appropriately adjusted, immediately
after such Corporate Transaction, to apply to the number and class of
securities which would have been issuable to Optionee in consummation of such
Corporate Transaction had the option been exercised immediately prior to such
Corporate Transaction, and appropriate adjustments shall also be made to (i)
the number and class of securities available for issuance under the Plan
following the consummation of such Corporate Transaction and (ii) the Exercise
Price, provided, the aggregate Exercise Price shall remain the same.

          (d)     This Agreement shall not in any way affect the right of the
Corporation to adjust, reclassify, reorganize or otherwise change its capital
or business structure or to merge, consolidate, dissolve, liquidate or sell or
transfer all or any part of its business or assets.

     7.     Adjustment in Option Shares.  Should any change be made to the
Common Stock by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Corporation's receipt of
consideration, appropriate adjustments shall be made to (i) the total number
and/or class of securities subject to this option and (ii) the Exercise Price
in order to reflect such change and thereby preclude a dilution or enlargement
of benefits hereunder.

     8.     Shareholder Rights.  The holder of this option shall not have any
shareholder rights with respect to the Option Shares until such person shall
have exercised the option, paid the Exercise Price and become a holder of
record of the purchased shares.

     9.     Manner of Exercising Option.

          (a)     In order to exercise this option with respect to all or any
part of the Option Shares for which this option is at the time exercisable,
Optionee (or any other person or persons exercising the option) must take the
following actions:

               (i)     Execute and deliver to the Corporation a Purchase
Agreement for the Option Shares for which the option is exercised.

               (ii)     Pay the aggregate Exercise Price for the purchased
shares in one or more of the following forms:

                    (A)     cash or check made payable to the Corporation; or

                    (B)     a promissory note payable to the Corporation, but
only to the extent authorized by the Plan Administrator in accordance with
Paragraph 13.

                    (C)     in shares of Common Stock held by Optionee (or any
other person or persons exercising the option) for the requisite period
necessary to avoid a charge to the Corporation's earnings for financial
reporting purposes and valued at Fair Market Value on the Exercise Date; or

                    (D)     to the extent the option is exercised for vested
Option Shares, through a special sale and remittance procedure pursuant to
which Optionee (or any other person or persons exercising the option) shall
concurrently provide irrevocable instructions (a) to a Corporation-designated
brokerage firm to effect the immediate sale of the purchased shares and remit
to the Corporation, out of the sale proceeds available on the settlement date,
sufficient funds to cover the aggregate Exercise Price payable for the
purchased shares plus all applicable Federal, state and local income and
employment taxes required to be withheld by the Corporation by reason of such
exercise and (b) to the Corporation to deliver the certificates for the
purchased shares directly to such brokerage firm in order to complete the
sale.

     Except to the extent the sale and remittance procedure is utilized in
connection with the option exercise, payment of the Exercise Price must
accompany the Purchase Agreement delivered to the Corporation in connection
with the option exercise.

               (iii)     Furnish to the Corporation appropriate documentation
that the person or persons exercising the option (if other than Optionee) have
the right to exercise this option.

               (iv)     Execute and deliver to the Corporation such written
representations as may be requested by the Corporation in order for it to
comply with the applicable requirements of Federal and state securities laws.

               (v)     Make appropriate arrangements with the Corporation (or
Parent or Subsidiary employing or retaining Optionee) for the satisfaction of
all federal, state and local income and employment tax withholding
requirements applicable to the option exercise.

          (b)     As soon as practical after the Exercise Date, the
Corporation shall issue to or on behalf of Optionee (or any other person or
persons exercising this option) a certificate for the purchased Option Shares,
with the appropriate legends affixed thereto.

          (c)     In no event may this option be exercised for any fractional
shares.

     10.     Compliance with Laws and Regulations.

          (a)     The exercise of this option and the issuance of the Option
Shares upon such exercise shall be subject to compliance by the Corporation
and Optionee with all applicable requirements of law relating thereto and with
all applicable regulations of any stock exchange (or the NASDAQ National
Market, if applicable) on which the Common Stock may be listed for trading at
the time of such exercise and issuance.

          (b)     The inability of the Corporation to obtain approval from any
regulatory body having authority deemed by the Corporation to be necessary to
the lawful issuance and sale of any Common Stock pursuant to this option shall
relieve the Corporation of any liability with respect to the non-issuance or
sale of the Common Stock as to which such approval shall not have been
obtained.  The Corporation, however, shall use its best efforts to obtain all
such approvals.

     11.     Successors and Assigns.  Except to the extent otherwise provided
in Paragraphs 3 and 6, the provisions of this Agreement shall inure to the
benefit of, and be binding upon, the Corporation and its successors and
assigns and Optionee, Optionee's assigns and the legal representatives, heirs
and legatees of Optionee's estate.

     12.     Notices.  Any notice required to be given or delivered to the
Corporation under the terms of this Agreement shall be in writing and
addressed to the Corporation at its principal corporate offices.  Any notice
required to be given or delivered to Optionee shall be in writing and
addressed to Optionee at the address indicated below Optionee's signature line
on the Grant Form.  All notices shall be deemed effective upon personal
delivery or upon deposit in the U.S. mail, postage prepaid and properly
addressed to the party to be notified.

     13.     Financing.  The Plan Administrator may, in its absolute
discretion and without any obligation to do so, permit Optionee to pay the
Exercise Price for the purchased Option Shares by delivering a full-recourse,
interest-bearing promissory note secured by those Option Shares.  The payment
schedule in effect for any such promissory note shall be established by the
Plan Administrator in its sole discretion.

     14.     Construction.  This Agreement and the option evidenced hereby are
made and granted pursuant to the Plan and are in all respects limited by and sub
ject to the terms of the Plan.  All decisions of the Plan Administrator with
respect to any question or issue arising under the Plan or this Agreement
shall be conclusive and binding on all persons having an interest in this
option.

     15.     Shareholder Approval.  If the Option Shares covered by this
Agreement exceed, as of the Grant Date, the number of shares of Common Stock
which may be issued under the Plan as last approved by the shareholders, then
this option shall be void with respect to such excess shares, unless
shareholder approval of an amendment sufficiently increasing the number of
shares of Common Stock issuable under the Plan is obtained in accordance with
the provisions of the Plan.

     16.     Additional Terms Applicable to an Incentive Option.  In the event
this option is designated an Incentive Option in the Grant Form, the following
terms and conditions shall also apply to the grant:

          (a)     This option shall cease to qualify for favorable tax
treatment as an Incentive Option if (and to the extent) this option is
exercised for one or more Option Shares: (i) more than three (3) months after
the date Optionee ceases to be an Employee for any reason other than death or
Permanent Disability or (ii) more than twelve (12) months after the date
Optionee ceases to be an Employee by reason of Permanent Disability.

          (b)     This option shall not become exercisable in the calendar
year in which granted if (and to the extent) the aggregate Fair Market Value
(determined at the Grant Date) of the Common Stock for which this option would
otherwise first become exercisable in such calendar year would, when added to
the aggregate value (determined as of the respective date or dates of grant)
of the Common Stock and any other securities for which one or more other
Incentive Options granted to Optionee prior to the Grant Date (whether under
the Plan or any other option plan of the Corporation or any Parent or
Subsidiary) first become exercisable during the same calendar year, exceed One
Hundred Thousand Dollars ($100,000) in the aggregate.  To the extent the
exercisability of this option is deferred by reason of the foregoing
limitation, the deferred portion shall become exercisable in the first
calendar year or years thereafter in which the One Hundred Thousand Dollars
($100,000) limitation of this Paragraph 16(b) would not be contravened, but
such deferral shall in all events end immediately prior to the effective date
of a Corporate Transaction in which this option is not to be assumed or an
Involuntary Termination following a Corporate Transaction in which this option
is assumed, whereupon the option shall become immediately exercisable as a
Non-Statutory Option for the deferred portion of the Option Shares.

          (c)     Should Optionee hold, in addition to this option, one or
more other options to purchase Common Stock which become exercisable for the
first time in the same calendar year as this option, then the foregoing
limitations on the exercisability of such options as Incentive Options shall
be applied on the basis of the order in which such options are granted.

<PAGE>
APPENDIX

The following definitions shall be in effect under the Agreement:

1.     Agreement shall mean this Stock Option Agreement.

2.     Board shall mean the Corporation's Board of Directors.

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

4.     Committee shall mean a committee of two (2) or more non-employee Board
members appointed by the Board to exercise one or more administrative
functions under the Plan.

5.     Common Stock shall mean the Corporation's common stock.

6.Corporate Transaction shall mean either of the following shareholder
approved transactions to which the Corporation is a party:

(a)     a merger or consolidation in which securities possessing more than
fifty percent (50%) of the total combined voting power of the Corporation's
outstanding securities are transferred to a person or persons different from
the persons holding those securities immediately prior to such transaction, or

(b)     the sale, transfer or other disposition of all or substantially all of
the Corporation's assets in complete liquidation or dissolution of the
Corporation.

7.     Corporation shall mean PayStar Communications Corporation, a Nevada
corporation, and any successor corporation to all or substantially all of the
assets or voting stock of PayStar Communications Corporation which shall by
appropriate action adopt the Plan.

8.     Disability shall mean the inability of the Optionee or the Participant
to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment and shall be determined by the Plan
Administrator on the basis of such medical evidence as the Plan Administrator
deems warranted under the circumstances.

9.     Employee shall mean an individual who is in the employ of the
Corporation (or any Parent or Subsidiary), subject to the control and direction
of the employer entity as to both the work to be performed and the manner and
method of performance.

10.    Exercise Date shall mean the date on which the option shall have been
exercised in accordance with Paragraph 9 of the Agreement.

11.    Exercise Price shall mean the exercise price payable per Option Share as
specified in the Grant Form.

12.    Expiration Date shall mean the date on which the option expires as
specified in the Grant Form.

13.    Fair Market Value per share of Common Stock on any relevant date shall
be determined in accordance with the following provisions:

(a)    If the Common Stock is at the time traded on the NASDAQ National
Market, then the Fair Market Value shall be the closing selling price per
share of Common Stock on the date in question, as such price is reported by
the National Association of Securities Dealers on the NASDAQ National Market
or any successor system.  If there is no closing selling price for the Common
Stock on the date in question, then the Fair Market Value shall be the closing
selling price on the last preceding date for which such quotation exists.

(b)    If the Common Stock is at the time listed on any Stock Exchange, then
the Fair Market Value shall be the closing selling price per share of Common
Stock on the date in question on the Stock Exchange determined by the Plan
Administrator to be the primary market for the Common Stock, as such price is
officially quoted in the composite tape of transactions on such exchange.  If
there is no closing selling price for the Common Stock on the date in
question, then the Fair Market Value shall be the closing selling price on the
last preceding date for which such quotation exists.

(c)     If the Common Stock is at the time neither listed on any Stock
Exchange nor traded on the NASDAQ National Market, then the Fair Market Value
shall be determined by the Plan Administrator after taking into account such
factors as the Plan Administrator shall deem appropriate.

14.     Grant Date shall mean the date of grant of the option as specified in
the Grant Form.

15.     Grant Form shall mean the Grant of Stock Option accompanying the
Agreement, pursuant to which Optionee has been informed of the basic terms of
the option evidenced hereby.

16.     Incentive Option shall mean an option which satisfies the
requirements of Code Section 422.

17.     Involuntary Termination shall mean the termination of the Service of
any individual which occurs by reason of :

(a)     such individual's involuntary dismissal or discharge by the
Corporation for reasons other than Misconduct, or

(b)     such individual's voluntary resignation following (A) a change in his
or her position with the Corporation which materially reduces his or her level
of responsibility, (B) a reduction in his or her level of compensation
(including base salary, fringe benefits and target bonuses under any corporate
performance based bonus or incentive programs) by more than fifteen percent
(15%), or (c) a relocation of such individual's place of employment by more
than fifty (50) miles, provided and only if such change, reduction or
relocation is effected without the individual's consent.

The Plan Administrator shall be entitled to revise the definition of
Involuntary Termination and Misconduct with respect to individual Optionees or
Participants under the Plan.

18.     Misconduct shall mean the commission of any act of fraud, embezzlement
or dishonesty by the Optionee or Participant, any unauthorized use or
disclosure by such person of confidential information or trade secrets of the
Corporation (or any Parent or Subsidiary), or any other intentional misconduct
by such person adversely affecting the business or affairs of the Corporation
(or any Parent or Subsidiary) in a material manner.  The foregoing definition
shall not be deemed to be inclusive of all the acts or omissions which the
Corporation (or any Parent or Subsidiary) may consider as grounds for the
dismissal or discharge of any Optionee, Participant or other person in the
Service of the Corporation (or any Parent or Subsidiary).

19.     1934 Act shall mean the Securities Exchange Act of 1934, as amended.

20.     Non-Statutory Option shall mean an option not intended to satisfy the
requirements of Code Section 422.

21.     Option Shares shall mean the number of shares of Common Stock subject
to the option.

22.     Optionee shall mean the person to whom the option is granted as
specified in the Grant Form.

23.     Parent shall mean any corporation (other than the Corporation) in an
unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the
time of the determination, stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

24.     Plan shall mean the Corporation's 2000 Stock Option/Stock Issuance
Plan.

25.     Plan Administrator shall mean either the Board or the Committee of the
Board acting in its capacity as administrator of the Plan.

26.     Purchase Agreement shall mean the stock purchase agreement in
substantially the form of Exhibit B to the Grant Form.

27.     Service shall mean the provision of services to the Corporation (or
any Parent or Subsidiary) by a person in the capacity of an Employee, a
non-employee member of the board of directors or a consultant or independent
advisor, except to the extent otherwise specifically provided in the documents
evidencing the option grant.

28.     Stock Exchange shall mean the American Stock Exchange or the New York
Stock Exchange.

29.     Subsidiary shall mean any corporation (other than the Corporation) in
an unbroken chain of corporations beginning with the Corporation, provided
each corporation (other than the last corporation) in the unbroken chain
owns, at the time of the determination, stock possessing fifty percent (50%)
or more of the total combined voting power of all classes of stock in one of
the other corporations in such chain.

30.     Vesting Schedule shall mean the vesting schedule specified in the
Grant Form pursuant to which the Optionee is to vest in the Option Shares
in a series of installments over his or her period of Service.

<PAGE>
EXHIBIT B

PAYSTAR COMMUNICATIONS CORPORATION
STOCK PURCHASE AGREEMENT


     AGREEMENT made this            day of                , 20        , by and
between PayStar Communications Corporation, a Nevada corporation,
and                     , Optionee under the Corporation's 2000 Stock
Option/Stock Issuance Plan.

     All capitalized terms in this Agreement shall have the meaning assigned
to them in this Agreement or in the attached Appendix.

A.     EXERCISE OF OPTION

     1.     Exercise.  Optionee hereby purchases            shares of Common
Stock (the "Purchased Shares") pursuant to that certain option (the "Option")
granted Optionee on                , 20         (the "Grant Date") to purchase
up to            shares of Common Stock (the "Option Shares") under the Plan
at the exercise price of $           per share (the "Exercise Price").

     2.     Payment.  Concurrently with the delivery of this Agreement to the
Corporation, Optionee shall pay the Exercise Price for the Purchased Shares in
accordance with the provisions of the Option Agreement and shall deliver
whatever additional documents may be required by the Option Agreement as a
condition for exercise.

     3.     Shareholder Rights.  Optionee (or any successor in interest) shall
have all the rights of a shareholder (including voting, dividend and
liquidation rights) with respect to the Purchased Shares, subject, however, to
the transfer restrictions of Sections B and C.

B.     SPECIAL TAX ELECTION

     In the event the Purchased Shares include Option Shares which have not
yet vested as of the date hereof, the acquisition of the Purchased Shares may
result in adverse tax consequences which may be avoided or mitigated by filing
an election under Code Section 83(b).  Such election must be filed within
thirty (30) days after the date of this Agreement.  A description of the tax
consequences applicable to the acquisition of the Purchased Shares and the
form for making the Code Section 83(b) election are set forth in Exhibit I.
OPTIONEE SHOULD CONSULT WITH HIS OR HER TAX ADVISOR TO DETERMINE THE TAX
CONSEQUENCES OF ACQUIRING THE PURCHASED SHARES AND THE ADVANTAGES AND
DISADVANTAGES OF FILING THE CODE SECTION 83(b) ELECTION.  OPTIONEE
ACKNOWLEDGES THAT IT IS OPTIONEE'S SOLE RESPONSIBILITY, AND NOT THE
CORPORATION'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN IF
OPTIONEE REQUESTS THE CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING
ON HIS OR HER BEHALF.

C.     GENERAL PROVISIONS

     1.     No Employment or Service Contract.  Nothing in this Agreement or
in the Plan shall confer upon Optionee any right to continue in Service for
any period of specific duration or interfere with or otherwise restrict in any
way the rights of the Corporation (or any Parent or Subsidiary employing or
retaining Optionee) or of Optionee, which rights are hereby expressly reserved
by each, to terminate Optionee's Service at any time for any reason, with or
without cause.

     2.     Notices.  Any notice required to be given under this Agreement
shall be in writing and shall be deemed effective upon personal delivery or
upon deposit in the U.S. mail, registered or certified, postage prepaid and
properly addressed to the party entitled to such notice at the address
indicated below such party's signature line on this Agreement or at such other
address as such party may designate by ten (10) days advance written notice
under this paragraph to all other parties to this Agreement.

     3.     No Waiver.  No waiver of any breach or condition of this Agreement
shall be deemed to be a waiver of any other or subsequent breach or condition,
whether of like or different nature.

D.     MISCELLANEOUS PROVISIONS

     1.     Optionee Undertaking.  Optionee hereby agrees to take whatever
additional action and execute whatever additional documents the Corporation
may deem necessary or advisable in order to carry out or effect one or more of
the obligations or restrictions imposed on either Optionee or the Purchased
Shares pursuant to the provisions of this Agreement.

     2.     Agreement is Entire Contract.  This Agreement constitutes the
entire contract between the parties hereto with regard to the subject matter
hereof.  This Agreement is made pursuant to the provisions of the Plan and
shall in all respects be construed in conformity with the terms of the Plan.

     3.     Counterparts.  This Agreement may be executed in counterparts,
each of which shall be deemed to be an original, but all of which together
shall constitute one and the same instrument.

     4.     Successors and Assigns.  The provisions of this Agreement shall
inure to the benefit of, and be binding upon, the Corporation and its
successors and assigns and upon Optionee, Optionee's permitted assigns and the
legal representatives, heirs and legatees of Optionee's estate, whether or not
any such person shall have become a party to this Agreement and have agreed in
writing to join herein and be bound by the terms hereof.

<PAGE>
     IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first indicated above.

     PayStar Communications Corporation


     By:
     Title:

     Address:     1110 W. Kettleman Lane
                  Suite 48
                  Lodi, CA  95240


     OPTIONEE


     (Signature)


     (Print Name)

     Address:

<PAGE>
SPOUSAL ACKNOWLEDGMENT

     The undersigned spouse of Optionee has read and hereby approves the
foregoing Stock Purchase Agreement.  In consideration of the Corporation's
granting Optionee the right to acquire the Purchased Shares in accordance with
the terms of such Agreement, the undersigned hereby agrees to be irrevocably
bound by all the terms of such Agreement, including (without limitation) the
right of the Corporation (or its assigns) to purchase any Purchased Shares in
which Optionee is not vested at time of his or her cessation of Service.


     OPTIONEE'S SPOUSE

     Address:

<PAGE>
EXHIBIT  I

FEDERAL INCOME TAX CONSEQUENCES AND
SECTION 83(b) TAX ELECTION

     A.     Federal Income Tax Consequences and Section 83(b) Election For
Exercise of Non-Statutory Option.  If the Purchased Shares are acquired
pursuant to the exercise of a Non-Statutory Option, as specified in the Grant
Form, then under Code Section 83, the excess of the Fair Market Value of the
Purchased Shares on the date any forfeiture restrictions applicable to such
shares lapse over the Exercise Price paid for such shares will be reportable
as ordinary income on the lapse date.  For this purpose, the term "forfeiture
restrictions" includes the right of the Corporation to repurchase the
Purchased Shares pursuant to the Repurchase Right.  However, Optionee may
elect under Code Section 83(b) to be taxed at the time the Purchased Shares
are acquired, rather than when and as such Purchased Shares cease to be
subject to such forfeiture restrictions.  Such election must be filed with the
Internal Revenue Service within thirty (30) days after the date of the
Agreement.  Even if the Fair Market Value of the Purchased Shares on the date
of the Agreement equals the Exercise Price paid (and thus no tax is payable),
the election must be made to avoid adverse tax consequences in the future.
The form for making this election is attached as part of this exhibit.
FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30)-DAY PERIOD WILL
RESULT IN THE RECOGNITION OF ORDINARY INCOME BY OPTIONEE AS THE FORFEITURE
RESTRICTIONS LAPSE.

     B.     Federal Income Tax Consequences and Conditional Section 83(b)
Election For Exercise of Incentive Option. If the Purchased Shares are
acquired pursuant to the exercise of an Incentive Option, as specified in the
Grant Form, then the following tax principles shall be applicable to the
Purchased Shares:

          1.     For regular tax purposes, no taxable income will be
recognized at the time the Option is exercised.

          2.     The excess of (a) the Fair Market Value of the Purchased
Shares on the date the Option is exercised or (if later) on the date any
forfeiture restrictions applicable to the Purchased Shares lapse over (b) the
Exercise Price paid for the Purchased Shares will be includible in Optionee's
taxable income for alternative minimum tax purposes.

          3.     If Optionee makes a disqualifying disposition of the
Purchased Shares, then Optionee will recognize ordinary income in the year of
such disposition equal in amount to the excess of (a) the Fair Market Value of
the Purchased Shares on the date the Option is exercised or (if later) on the
date any forfeiture restrictions applicable to the Purchased Shares lapse over
(b) the Exercise Price paid for the Purchased Shares.  Any additional gain
recognized upon the disqualifying disposition will be either short-term or
long-term capital gain depending upon the period for which the Purchased
Shares are held prior to the disposition.

          4.     For purposes of the foregoing, the term "forfeiture
restrictions" will include the right of the Corporation to repurchase the
Purchased Shares pursuant to the Repurchase Right.  The term "disqualifying
disposition" means any sale or other disposition1 of the Purchased Shares
within two (2) years after the Grant Date or within one (1) year after the
exercise date of the Option.

          5.     In the absence of final Treasury Regulations relating to
Incentive Options, it is not certain whether Optionee may, in connection with
the exercise of the Option for any Purchased Shares at the time subject to
forfeiture restrictions, file a protective election under Code Section 83(b)
which would limit (a) Optionee's alternative minimum taxable income upon
exercise and (b) Optionee's ordinary income upon a disqualifying disposition
to the excess of the Fair Market Value of the Purchased Shares on the date the
Option is exercised over the Exercise Price paid for the Purchased Shares.
Accordingly, such election if properly filed will only be allowed to the
extent the final Treasury Regulations permit such a protective election.  Page
2 of the attached form for making the election should be filed with any
election made in connection with the exercise of an Incentive Option.




 1 Generally, a disposition of shares purchased under an Incentive Option
includes any transfer of legal title, including a transfer by sale, exchange
or gift, but does not include a transfer to the Optionee's spouse, a transfer
into joint ownership with right of survivorship if Optionee remains one of the
joint owners, a pledge, a transfer by bequest or inheritance or certain tax
free exchanges permitted under the Code.

<PAGE>
SECTION 83(b) ELECTION

     This statement is being made under Section 83(b) of the Internal Revenue
Code, pursuant to Treas. Reg. Section 1.83-2.

(1)     The taxpayer who performed the services is:

     Name:
     Address:
     Taxpayer Ident. No.:

(2)     The property with respect to which the election is being made is shares
of the common stock of PayStar Communications Corporation.

(3)     The property was issued on                          .

(4)     The taxable year in which the election is being made is the calendar
year           .

(5)     The property is subject to a repurchase right pursuant to which the
issuer has the right to acquire the property at the original purchase price if
for any reason taxpayer's employment with the issuer is terminated.  The
issuer's repurchase right lapses in a series of installments over a ___(_____)
year period ending on _______________.

(6)     The fair market value at the time of transfer (determined without
regard to any restriction other than a restriction which by its terms will
never lapse) is $_________  per share.

(7)     The amount paid for such property is $ _______ per share.

(8)     A copy of this statement was furnished to PayStar Communications
Corporation for whom taxpayer rendered the services underlying the transfer of
property.

(9)     This statement is executed on _______________.

            ---------------------------             ----------
            Spouse (if any) of Taxpayer             Taxpayer

This election must be filed with the Internal Revenue Service Center with
which taxpayer files his or her Federal income tax returns and must be made
within thirty (30) days after the execution date of the Stock Purchase
Agreement.  This filing should be made by registered or certified mail, return
receipt requested.  Optionee must retain two (2) copies of the completed form
for filing with his or her Federal and state tax returns for the current tax
year and an additional copy for his or her records.

     The property described in the above Section 83(b) election is comprised
of shares of common stock acquired pursuant to the exercise of an incentive
stock option under Section 422 of the Internal Revenue Code (the "Code").
Accordingly, it is the intent of the Taxpayer to utilize this election to
achieve the following tax results:

     1.     The purpose of this election is to have the alternative minimum
taxable income attributable to the purchased shares measured by the amount by
which the fair market value of such shares at the time of their transfer to
the Taxpayer exceeds the purchase price paid for the shares.  In the absence
of this election, such alternative minimum taxable income would be measured by
the spread between the fair market value of the purchased shares and the
purchase price which exists on the various lapse dates in effect for the
forfeiture restrictions applicable to such shares.  The election is to be
effective to the full extent permitted under the Code.

     2.     Section 421(a)(1) of the Code expressly excludes from income any
excess of the fair market value of the purchased shares over the amount paid
for such shares.  Accordingly, this election is also intended to be effective
in the event there is a "disqualifying disposition" of the shares, within the
meaning of Section 421(b) of the Code, which would otherwise render the
provisions of Section 83(a) of the Code applicable at that time.
Consequently, the Taxpayer hereby elects to have the amount of disqualifying
disposition income measured by the excess of the fair market value of the
purchased shares on the date of transfer to the Taxpayer over the amount paid
for such shares.  Since Section 421(a) presently applies to the shares which
are the subject of this Section 83(b) election, no taxable income is actually
recognized for regular tax purposes at this time, and no income taxes are
payable, by the Taxpayer as a result of this election.


THIS PAGE 2 IS TO BE ATTACHED TO ANY SECTION 83(b) ELECTION FILED IN
CONNECTION WITH THE EXERCISE OF AN INCENTIVE STOCK OPTION UNDER THE FEDERAL
TAX LAWS.

<PAGE>
APPENDIX

     The following definitions shall be in effect under the Agreement:

1.     Agreement shall mean this Stock Purchase Agreement.

2.     Board shall mean the Corporation's Board of Directors.

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

4.     Committee shall mean a committee of two (2) or more non-employee Board
members appointed by the Board to exercise one or more administrative
functions under the Plan.

5.     Common Stock shall mean the Corporation's common stock.

6.     Corporate Transaction shall mean either of the following shareholder
approved transactions to which the Corporation is a party:

(a)     a merger or consolidation in which securities possessing more than
fifty percent (50%) of the total combined voting power of the Corporation's
outstanding securities are transferred to a person or persons different from
the persons holding those securities immediately prior to such transaction, or

(b)     the sale, transfer or other disposition of all or substantially all of
the Corporation's assets in complete liquidation or dissolution of the Corporati
on.

7.     Corporation shall mean PayStar Communications Corporation, a Nevada
corporation.

8.     Exercise Price shall have the meaning assigned to such term in Section
A.1.

9.     Fair Market Value per share of Common Stock on any relevant date shall be
determined in accordance with the following provisions:

(a)    If the Common Stock is at the time traded on the NASDAQ National
Market, then the Fair Market Value shall be the closing selling price per
share of Common Stock on the date in question, as such price is reported by
the National Association of Securities Dealers on the NASDAQ National Market
or any successor system.  If there is no closing selling price for the Common
Stock on the date in question, then the Fair Market Value shall be the closing
selling price on the last preceding date for which such quotation exists.

(b)     If the Common Stock is at the time listed on any Stock Exchange, then
the Fair Market Value shall be the closing selling price per share of Common
Stock on the date in question on the Stock Exchange determined by the Plan
Administrator to be the primary market for the Common Stock, as such price is
officially quoted in the composite tape of transactions on such exchange.  If
there is no closing selling price for the Common Stock on the date in
question, then the Fair Market Value shall be the closing selling price on the
last preceding date for which such quotation exists.

(c)     If the Common Stock is at the time neither listed on any Stock
Exchange nor traded on the NASDAQ National Market, then the Fair Market Value
shall be determined by the Plan Administrator after taking into account such
factors as the Plan Administrator shall deem appropriate.

10.  Grant Date shall have the meaning assigned to such term in Section A.1.

11.  Grant Form shall mean the Grant of Stock Option pursuant to which Optionee
has been informed of the basic terms of the Option.

12.  Incentive Option shall mean an option which satisfies the requirements of
Code Section 422.

13.  1933 Act shall mean the Securities Act of 1933, as amended.

14.  1934 Act shall mean the Securities Exchange Act of 1934, as amended.

15.  Non-Statutory Option shall mean an option not intended to satisfy the
requirements of Code Section 422.

16.  Option shall have the meaning assigned to such term in Section A.1.

17.  Option Agreement shall mean all agreements and other documents evidencing
the Option.

18.  Optionee shall mean the person to whom the Option is granted under the
Plan.

19.  Parent shall mean any corporation (other than the Corporation) in an
unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the
time of the determination, stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

20.  Plan shall mean the Corporation's 2000 Stock Option/Stock Issuance
Plan.

21.  Plan Administrator shall mean either the Board or the Committee acting in
its capacity as administrator of the Plan.

22.  Purchased Shares shall have the meaning assigned to such term in
Section A.1.

23.  Recapitalization shall mean any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares or other change
affecting the Corporation's outstanding Common Stock as a class without the
Corporation's receipt of consideration.

24.  SEC shall mean the Securities and Exchange Commission.

25.  Service shall mean the provision of services to the Corporation (or any
Parent or Subsidiary) by a person in the capacity of an Employee, a
non-employee member of the board of directors or a consultant or independent
advisor, except to the extent otherwise specifically provided in the documents
evidencing the option grant.

26.  Subsidiary shall mean any corporation (other than the Corporation) in an
unbroken chain of corporations beginning with the Corporation, provided each
corporation (other than the last corporation) in the unbroken chain owns, at
the time of the determination, stock possessing fifty percent (50%) or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain.

27.  Vesting Schedule shall mean the vesting schedule specified in the Grant
Form pursuant to which the Optionee is to vest in the Option Shares in a
series of installments over his or her period of Service.