2THEMART.COM, INC.
                            2000 STOCK INCENTIVE PLAN


1.     THE  PLAN.

1.1          PURPOSE     .  The  purpose  of this Plan is to promote the success
of  the Company and the interests of its stockholders by providing an additional
means  through  the  grant of Awards to attract, motivate, retain and reward key
employees,  including  officers,  whether  or not directors, of the Company with
awards  and  incentives  for  high levels of individual performance and improved
financial performance of the Company.  "CORPORATION" means2TheMart.com, Inc., an
Oklahoma  corporation, and "COMPANY" means the Corporation and its Subsidiaries,
collectively.  These terms and other capitalized terms are defined in Section 7.

1.2          ADMINISTRATION  AND  AUTHORIZATION;  POWER  AND  PROCEDURE.

1.2.1     COMMITTEE.  This  Plan  will  be  administered  by  and  all Awards to
Eligible  Employees  shall  be  authorized  by  the  Committee.  Action  of  the
Committee  with  respect  to  the  administration  of  this  Plan shall be taken
pursuant  to  a  majority  vote  or by unanimous written consent of its members.

1.2.2     PLAN  AWARDS;  INTERPRETATION;  POWERS  OF  COMMITTEE.  Subject to the
express  provisions  of  this  Plan and any express limitations on the delegated
authority  of  the  Committee,  the  Committee  shall  have  the  authority:

(1)     to  determine eligibility and, from among those persons determined to be
eligible,  the  particular  Eligible  Persons  who  will  receive  Awards;

(2)          to  grant  Awards to Eligible Persons, determine the price at which
securities will be offered or awarded and the amount of securities to be offered
or  awarded  to  any of such persons, and determine the other specific terms and
conditions  of  such Awards consistent with the express limits of this Plan, and
establish the installments (if any) in which such Awards will become exercisable
or  will  vest,  or  determine  that  no  delayed  exercisability  or vesting is
required,  and  establish the events of termination or reversion of such Awards;

(3)          to  approve  the  forms  of  Award  Agreements  (which  need not be
identical  either  as  to  type  of  Award  or  among  Participants);

(4)          to  construe  and  interpret  this  Plan  and  any  Award  or other
agreements  defining  the rights and obligations of the Company and Participants
under  this  Plan,  further  define  the terms used in this Plan, and prescribe,
amend  and  rescind rules and regulations relating to the administration of this
Plan;

(5)          to  cancel,  modify, or waive the Corporation's rights with respect
to,  or modify, discontinue, suspend, or terminate any or all outstanding Awards
held  by  Eligible  Persons,  subject to any required consent under Section 6.6;

(6)          to  accelerate  or  extend the exercisability or extend the term of
any  or  all outstanding Awards within the maximum ten-year term of Awards under
Section  1.6;  and

(7)          to  make  all  other  determinations  and take such other action as
contemplated  by  this  Plan  or  as  may  be  necessary  or  advisable  for the
administration  of  this  Plan  and  the  effectuation  of  its  purposes.

1.2.3     BINDING  DETERMINATIONS/LIABILITY LIMITATION.  Any action taken by, or
inaction  of,  the  Corporation,  any  Subsidiary,  the  Board  or the Committee
relating  or  pursuant  to this Plan and within its authority hereunder or under
applicable  law  shall  be within the absolute discretion of that entity or body
and shall be conclusive and binding upon all persons.  Neither the Board nor any
Committee,  nor  any  member  thereof or person acting at the direction thereof,
shall  be  liable  for  any  act,  omission,  interpretation,  construction  or
determination made in good faith in connection with this Plan (or any Award made
under  this Plan), and all such persons shall be entitled to indemnification and
reimbursement  by  the  Company in respect of any claim, loss, damage or expense
(including,  without limitation, attorneys' fees) arising or resulting therefrom
to  the  fullest extent permitted by law and/or under any directors and officers
liability  insurance  coverage  that  may  be  in  effect  from  time  to  time.

1.2.4     RELIANCE ON EXPERTS.   In making any determination or in taking or not
taking  any  action under this Plan, the Committee or the Board, as the case may
be,  may  obtain and may rely upon the advice of experts, including employees of
and  professional advisors to the Corporation.  No director, officer or agent of
the  Company  shall be liable for any such action or determination taken or made
or  omitted  in  good  faith.

1.2.5     DELEGATION.  The Committee may delegate ministerial, non-discretionary
functions  to  individuals  who  are  officers  or  employees  of  the  Company.

1.3          PARTICIPATION.Awards  may be granted by the Committee only to those
persons  that  the  Committee  determines  to  be Eligible Persons.  An Eligible
Person  who  has  been  granted  an Award may, if otherwise eligible, be granted
additional  Awards  if  the  Committee  so  determines.

1.4     SHARES  AVAILABLE  FOR  AWARDS;  SHARE  LIMITS.

1.4.1     SHARES  AVAILABLE.  Subject  to  the  provisions  of  Section 6.2, the
capital  stock  that  may  be  delivered  under  this Plan will be shares of the
Corporation's  authorized but unissued Common Stock and any shares of its Common
Stock  held  as  treasury  shares.  The  shares  may be delivered for any lawful
consideration.

1.4.2          SHARE  LIMITS.  The maximum number of shares of Common Stock that
may  be delivered pursuant to Awards granted under this Plan (the "SHARE LIMIT")
shall  not  exceed  the lesser of (1) 15 million (15,000,000) shares, or (2) the
Percentage  Limit.  The  "Percentage  Limit"  at  any time will equal 20% of the
total  number  of  shares  of Common Stock that are outstanding on the effective
date  of  the Plan determined under Section 6.8, plus 20% of any increase in the
total  number  of  shares  of Common Stock after the effective date of the Plan;
provided,  that  the Percentage Limit will not contract if shares are reacquired
by  the  Corporation  after  an  increase  has  been made, but neither shall the
Percentage  Limit  increase  if the reacquired shares are reissued.  The maximum
number  of  shares  of  Common  Stock  that may be delivered pursuant to options
qualified  as  Incentive  Stock  Options  granted  under this Plan is 15,000,000
shares,  subject  to  the  Share Limit.  The maximum number of shares subject to
those options and stock appreciation rights that are granted during any calendar
year  to  any  individual  shall  be limited to 2,500,000 shares and the maximum
individual  limit on the number of shares in the aggregate subject to all Awards
that  are granted during any calendar year to any individual shall be limited to
2,500,000  shares,  in  each  case subject to the Share Limit.  Each of the four
foregoing  numerical  limits  shall  be subject to adjustment as contemplated by
this  Section  1.4  and  Section  6.2.

1.4.3          SHARE  RESERVATION; REPLENISHMENT AND REISSUE OF UNVESTED AWARDS.
No Award may be granted under this Plan unless, on the date of grant, the sum of
(1)  the  maximum number of shares of Common Stock issuable at any time pursuant
to  such  Award,  plus  (2)  the  number  of  shares  of  Common Stock that have
previously  been  issued  pursuant to Awards granted under this Plan, other than
reacquired  shares  available  for  reissue consistent with any applicable legal
limitations,  plus  (3) the maximum number of shares of Common Stock that may be
issued  at  any  time  after  such  date  of  grant  pursuant to Awards that are
outstanding  on  such  date,  does not exceed the Share Limit.  Shares of Common
Stock  that  are subject to or underlie Awards that expire or for any reason are
cancelled  or  terminated,  are forfeited, fail to vest, or for any other reason
are  not  paid or delivered under this Plan, as well as reacquired shares, shall
again,  except  to  the  extent  prohibited  by law, be available for subsequent
Awards  under  the  Plan.  Except  as  limited  by law, if an Award is or may be
settled  only  in cash, such Award need not be counted against any of the limits
under  this  Section  1.4.

1.5          GRANT  OF  AWARDS.  Subject to the express provisions of this Plan,
the  Committee  will  determine  the number of shares of Common Stock subject to
each  Award,  the  price (if any) to be paid for the shares or the Award and, in
the  case  of  performance  share  awards,  in  addition to matters addressed in
Section  1.2.2, the specific objectives, goals and performance criteria (such as
an  increase  in sales, market value, earnings or book value over a base period,
the years of service before vesting, the relevant job classification or level of
responsibility  or  other  factors)  that  further  define  the  terms  of  the
performance  share  award.  Each  Award  will be evidenced by an Award Agreement
signed by the Corporation and, if required by the Committee, by the Participant.
The  Award  Agreement  will  set  forth the material terms and conditions of the
Award  established  by  the Committee consistent with the specific provisions of
this  Plan.

1.6          AWARD  PERIOD.  Each  Award and all executory rights or obligations
under the related Award Agreement shall expire on such date (if any) as shall be
determined  by  the  Committee,  but  in  the case of Options or other rights to
acquire  Common  Stock  not  later  than  ten  (10)  years after the Award Date;
provided,  however, that any payment of cash or delivery of stock pursuant to an
Award  may  be  delayed  until  a  future date if specifically authorized by the
Committee;  provided  further,  that  each  Award  will  be  subject  to earlier
termination  as  provided  in  or  pursuant  to  Sections  6.2  and  6.3.

1.7     LIMITATIONS  ON  EXERCISE  AND  VESTING  OF  AWARDS.

1.7.1     PROVISIONS  FOR  EXERCISE.  Unless  the  Committee otherwise expressly
provides,  no  Award  will be exercisable or will vest until at least six months
after  the  initial  Award  Date,  and  once  exercisable  an  Award will remain
exercisable  until  the  expiration  or  earlier  termination  of  the  Award.

1.7.2     PROCEDURE.  Any  exercisable Award will be deemed to be exercised when
the  Secretary  of the Corporation receives written notice of such exercise from
the  Participant  (on  a  form  and  in  such  manner  as may be required by the
Committee),  together  with any required payment made in accordance with Section
2.2  and Section 6.5, and delivery of any written statement required pursuant to
Section  6.4.

1.7.3     FRACTIONAL  SHARES/MINIMUM ISSUE.  Fractional share interests shall be
disregarded,  but  may  be accumulated. The Committee, however, may determine in
the case of Eligible Persons that cash, other securities, or other property will
be paid or transferred in lieu of any fractional share interests.  No fewer than
100  shares  may  be  purchased  on exercise of any Award at one time unless the
number  purchased  is  the total number at the time available for purchase under
the  Award.

1.8          ACCEPTANCE OF NOTES TO FINANCE EXERCISE.  The Corporation may, with
the  Committee's  approval, accept one or more notes from any Eligible Person in
connection  with the exercise or receipt of any outstanding Award; provided that
any  such  note  shall  be  subject  to  the  following  terms  and  conditions:

(1)     The  principal  of  the  note shall not exceed the amount required to be
paid to the Corporation upon the exercise or receipt of one or more Awards under
the  Plan  and  the  note  shall  be  delivered  directly  to the Corporation in
consideration  of  such  exercise  or  receipt.

(2)     The  initial  term  of  the  note  shall be determined by the Committee;
provided  that  the  term  of the note, including extensions, shall not exceed a
period  of  five  years.

(3)     The  note  shall  provide for full recourse to the Participant and shall
bear  interest  at  a  rate  determined  by  the Committee but not less than the
interest  rate  necessary  to  avoid  the imputation of interest under the Code.

(4)     If  the  employment  of the Participant terminates, the unpaid principal
balance  of the note shall become due and payable on the 10th business day after
such  termination;  provided, however, that if a sale of such shares would cause
such Participant to incur liability under Section 16(b) of the Exchange Act, the
unpaid  balance  shall become due and payable on the 10th business day after the
first  day on which a sale of such shares could have been made without incurring
such  liability assuming for these purposes that there are no other transactions
(or  deemed  transactions  in securities of this Corporation) by the Participant
subsequent  to  such  termination.

(5)     If  required  by  the  Committee or by applicable law, the note shall be
secured  by a pledge of any shares or rights financed thereby in compliance with
applicable  law.

(6)     The  terms,  repayment  provisions, and collateral release provisions of
the  note  and  the pledge securing the note shall conform with applicable rules
and  regulations  of  the  Federal  Reserve  Board  as     then  in  effect  and
applicable  state  law.

1.9          NO  TRANSFERABILITY;  LIMITED  EXCEPTION  TO TRANSFER RESTRICTIONS.

1.9.1     LIMIT  ON  EXERCISE AND TRANSFER.  Unless otherwise expressly provided
in  (or  pursuant  to)  this  Section  1.9,  by  applicable law and by the Award
Agreement,  as  the  same  may  be  amended:

(1)     all Awards are non-transferable and will not be subject in any manner to
sale,  transfer,  anticipation,  alienation,  assignment, pledge, encumbrance or
charge;

(2)     Awards  will  be  exercised  only  by  the  Participant;  and

(3)     amounts  payable  or  shares  issuable  pursuant  to  an  Award  will be
delivered  only  to  (or  for  the  account  of)  the  Participant.

1.9.2     EXCEPTIONS.  The  Committee may permit an Award to be exercised by and
paid  only  to  a  person  or  entity that is a "family member" (as such term is
defined  in  the  General Instructions to Form S-8 Registration Statements under
the  Securities  Act)  of  the  Participant; provided that the transfer will not
adversely affect the Corporation's eligibility to use Form S-8 to register under
the  Securities  Act  the  offering  of  shares  issuable under this Plan by the
Corporation.  Any  permitted transfer shall be subject to the condition that the
Committee  receive  evidence  satisfactory to it that the transfer is being made
for  essentially estate and/or tax planning purposes on a gratuitous or donative
basis and without consideration (other than nominal consideration or in exchange
for  an  interest  in  a  qualified  transferee).

Notwithstanding  the  foregoing  or  anything  in Section 1.9.3 to the contrary,
Incentive  Stock  Options and Restricted Stock Awards will be subject to any and
all  additional  transfer restrictions under the Code applicable to such Awards.

1.9.3     FURTHER  EXCEPTIONS  TO LIMITS ON TRANSFER.  The exercise and transfer
restrictions  in  Section  1.9.1  shall  not  apply  to:
(1)     transfers  to  the  Corporation,

(2)     the designation of a beneficiary to receive benefits in the event of the
Participant's  death  or, if the Participant has died, transfers to or exercises
by  the  Participant's  beneficiary,  or, in the absence of a validly designated
beneficiary,  transfers  by  will  or  the  laws  of  descent  and distribution,

(3)     transfers  pursuant  to a QDRO if approved or ratified by the Committee,

(4)     if  the  Participant  has  suffered a disability, permitted transfers or
exercises  on  behalf  of  the  Participant by the Participant's duly authorized
legal  representative,  or

(5)          the  authorization  by  the  Committee  of  "cashless  exercise"
procedures  with  third parties who provide financing for the purpose of (or who
otherwise facilitate) the exercise of Awards consistent with applicable laws and
the  express  authorization  of  the  Committee.

2.          OPTIONS.

2.1     GRANTS.  One  or  more  Options  may  be  granted under this Plan to any
Eligible  Person.  Each  Option  granted  shall  be designated in the applicable
Award  Agreement, by the Committee, as either an Incentive Stock Option, subject
to  Section  2.3,  or  a  Nonqualified  Stock  Option.

2.2          OPTION  PRICE.

2.2.1     PRICING  LIMITS.  The  purchase  price  per  share of the Common Stock
covered  by each Option will be determined by the Committee at the time of grant
of  the  Award, but in the case of Incentive Stock Options will not be less than
100%  (110% in the case of a Participant described in Section 2.3.4) of the Fair
Market  Value of the Common Stock on the date of grant and in all cases will not
be  less  than  the  par  value  thereof.

2.2.2     PAYMENT  PROVISIONS.  The purchase price of any shares of Common Stock
purchased  on exercise of an Option granted under this Plan must be paid in full
at  the  time of each purchase in one or a combination of the following methods:

(1)     in  cash  or  by  electronic  funds  transfer;

(2)     by  check  payable  to  the  order  of  the  Corporation;

(3)     if  authorized  by  the  Committee  or specified in the applicable Award
Agreement,  by  a  promissory  note  of  the  Participant  consistent  with  the
requirements  of  Section  1.8;

(4)     by notice and third party payment in such manner as may be authorized by
the  Committee;  or

(5)     by  the  delivery  of  shares of Common Stock of the Corporation already
owned  by  the  Participant,  provided,  however,  that the Committee may in its
absolute  discretion  limit  the  Participant's  ability to exercise an Award by
delivering  previously  owned  shares,  and  provided  further  that  any shares
delivered that were initially acquired upon exercise of a stock option must have
been  owned  by  the Participant at least six months as of the date of delivery.

Shares  of  Common Stock used to satisfy the exercise price of an Option will be
valued at their Fair Market Value on the date of exercise.  The Corporation will
not  be  obligated  to  deliver  certificates for the shares unless and until it
receives  full  payment  of  the  exercise  price  therefor,  and  all  related
withholding  obligations  under Section 6.5 and other conditions to the exercise
are  satisfied.

2.3          LIMITATIONS  ON  GRANT  AND  TERMS  OF  INCENTIVE  STOCK  OPTIONS.

2.3.1     $100,000 LIMIT.  To the extent that the aggregate fair market value of
stock  with respect to which incentive stock options first become exercisable by
a  Participant  in  any calendar year exceeds $100,000, taking into account both
Common  Stock  subject  to  Incentive  Stock  Options  under this Plan and stock
subject  to  incentive stock options under all other plans of the Company or any
parent  corporation, such options will be treated as Nonqualified Stock Options.
For  this purpose, the fair market value of the stock subject to options will be
determined  as  of the date the options were awarded.  In reducing the number of
options  treated as incentive stock options to meet the $100,000 limit, the most
recently  granted  options  will be reduced first.  To the extent a reduction of
simultaneously  granted  options  is  necessary  to meet the $100,000 limit, the
Committee may, in the manner and to the extent permitted by law, designate which
shares  of  Common  Stock  are  to be treated as shares acquired pursuant to the
exercise  of  an  Incentive  Stock  Option.

2.3.2     OPTION  PERIOD.  Each Option and all rights thereunder shall expire no
later  than  10  years  after  the  Award  Date.

2.3.3     OTHER  CODE  LIMITS.  Incentive  Stock  Options may only be granted to
Eligible  Employees  of the Corporation or a Subsidiary that satisfies the other
eligibility  requirements  of  the  Code.  There  will  be  imposed in any Award
Agreement relating to Incentive Stock Options such other terms and conditions as
from  time  to time are required in order that the Option be an "incentive stock
option"  as  that  term  is  defined  in  Section  422  of  the  Code.

2.3.4     LIMITS  ON  10%  HOLDERS.  No Incentive Stock Option may be granted to
any  person  who,  at  the time the Option is granted, owns (or is deemed to own
under Section 424(d) of the Code) shares of outstanding stock of the Corporation
(or  a  parent or subsidiary of the Corporation) possessing more than 10% of the
total  combined  voting power of all classes of stock of that entity, unless the
exercise  price  of such Option is at least 110% of the Fair Market Value of the
stock  subject  to  the  Option  and such Option by its terms is not exercisable
after  the  expiration  of  five  years  from  the  date such Option is granted.

2.3.5     INCENTIVE  STOCK  OPTION  NOTICE OF SALE REQUIREMENT.  Any Participant
who  exercises an Incentive Stock Option shall give prompt written notice to the
Corporation  of any sale or other transfer of the shares acquired on exercise of
the  Option  if  such  sale  or  other transfer occurs within one year after the
exercise  date  of  the  Option  or  within  two  years  after  the  Award Date.

2.4          OPTION  REPRICING/CANCELLATION  AND  REGRANT/WAIVER  OF
RESTRICTIONS.Subject to Section 1.4 and Section 6.6 and the specific limitations
on Awards contained in this Plan, the Committee from time to time may authorize,
generally  or in specific cases only, for the benefit of any Eligible Person any
adjustment  in  the exercise or purchase price, the vesting schedule, the number
of  shares subject to, or the restrictions upon or the term of, an Award granted
under  this  Plan  by  cancellation  of  an  outstanding  Award and a subsequent
regranting  of  an Award, by amendment, by substitution of an outstanding Award,
by  waiver  or by other legally valid means.  Such amendment or other action may
result  among  other  changes in an exercise or purchase price that is higher or
lower  than  the  exercise  or  purchase  price  of the original or prior Award,
provide  for  a  greater  or  lesser  number  of shares subject to the Award, or
provide  for  a  longer  or  shorter  vesting  or  exercise  period.

2.5     EFFECTS  OF  TERMINATION  OF  EMPLOYMENT  ON  OPTIONS.

2.5.1     DISMISSAL FOR CAUSE.  Unless otherwise provided in the Award Agreement
and subject to earlier termination pursuant to or as contemplated by Section 1.6
or  6.2,  if  a  Participant's  employment by (or other service specified in the
Award  Agreement  to)  the  Company  is terminated by the Company for Cause, the
Participant's Option will terminate on his or her Severance Date, whether or not
the  Option  is  then  vested  and/or  exercisable.

2.5.2     RESIGNATION  OR  DISMISSAL.  Unless  otherwise  provided  in the Award
Agreement  and  subject to earlier termination pursuant to or as contemplated by
Section 1.6 or 6.2, if a Participant's employment by (or other service specified
in  the Award Agreement to) the Company terminates for any reason other than the
Participant's  Retirement,  Total  Disability  or death, or a termination by the
Company  for  Cause:

(1)     the  Participant's Option will terminate on his or her Severance Date to
the  extent  that  it  is  not  vested  on  that  date;

(2)     the  Participant  will have until the date that is 3 months after his or
her Severance Date to exercise his or her Option to the extent that it is vested
on  the  Severance  Date;  and

(3)     any  portion of the Participant's Option that is vested on the Severance
Date  will  terminate,  to  the extent not previously exercised, at the close of
business  on  the  last  day  of  the  3-month  period.

2.5.3     RETIREMENT.  Unless  otherwise  provided  in  the  Award Agreement and
subject  to earlier termination pursuant to or as contemplated by Section 1.6 or
6.2,  if  a Participant's employment by (or other service specified in the Award
Agreement  to)  the  Company  terminates  due  to  the Participant's Retirement:

(1)     the  Participant's Option will terminate on his or her Severance Date to
the  extent  that  it  is  not  vested  on  that  date;

(2)     the  Participant will have until the date that is 12 months (3 months in
the  case  of  an  Incentive  Stock  Option)  after his or her Severance Date to
exercise  his  or  her  Option  to the extent that it is vested on the Severance
Date;  and

(3)     any  portion of the Participant's Option that is vested on the Severance
Date  will  terminate,  to  the extent not previously exercised, at the close of
business  on  the  last  day of the 12-month (or 3-month, as applicable) period.

2.5.4     DEATH  OR  TOTAL  DISABILITY.  Unless  otherwise provided in the Award
Agreement  and  subject to earlier termination pursuant to or as contemplated by
Section 1.6 or 6.2, if a Participant's employment by (or other service specified
in the Award Agreement to) the Company terminates due to the Participant's Total
Disability  or  death:

(1)     the  Participant's Option will terminate on his or her Severance Date to
the  extent  that  it  is  not  vested  on  that  date;

(2)     the  Participant  (or  the  Participant's  Beneficiary  or  Personal
Representative,  as  the case may be) will have until the date that is 12 months
after  the  Participant's Severance Date to exercise the Participant's Option to
the  extent  that  it  is  vested  on  the  Severance  Date;  and

(3)     any  portion of the Participant's Option that is vested on the Severance
Date  will  terminate,  to  the extent not previously exercised, at the close of
business  on  the  last  day  of  the  12-month  period.

3.          STOCK  APPRECIATION  RIGHTS  (INCLUDING  LIMITED  STOCK APPRECIATION
RIGHTS).

3.1          GRANTS.  In its discretion, the Committee may grant to any Eligible
Person  Stock  Appreciation Rights either concurrently with the grant of another
Award  or  in  respect  of  an  outstanding  Award,  in  whole  or  in  part, or
independently  of  any  other  Award.  Any  Stock  Appreciation Right granted in
connection  with  an  Incentive  Stock  Option will contain such terms as may be
required  to  comply  with  the  provisions  of  Section 422 of the Code and the
regulations  promulgated  thereunder,  unless  the  holder  otherwise  agrees.

3.2     EXERCISE  OF  STOCK  APPRECIATION  RIGHTS.

3.2.1          EXERCISABILITY.  Unless  the  Award  Agreement  or  the Committee
otherwise  provides, a Stock Appreciation Right related to another Award will be
exercisable  at  such  time  or times, and to the extent, that the related Award
will  be  exercisable.

3.2.2     EFFECT  ON  AVAILABLE SHARES.  To the extent that a Stock Appreciation
Right  is  exercised, only the actual number of delivered shares of Common Stock
will be charged against the maximum amount of Common Stock that may be delivered
pursuant  to  Awards under this Plan.  The number of shares subject to the Stock
Appreciation  Right  and the related Option of the Participant will, however, be
reduced  by  the  number  of underlying shares as to which the exercise related,
unless  the  Award  Agreement  otherwise  provides.

3.2.3     STAND-ALONE  STOCK  APPRECIATION  RIGHTS.  A  Stock Appreciation Right
granted  independently  of  any  other Award will be exercisable pursuant to the
terms  of the Award Agreement, but in no event earlier than six months after the
Award  Date  unless  the  Committee  otherwise  provides.

3.3     PAYMENT.

3.3.1     AMOUNT.  Unless  the  Committee otherwise provides, upon exercise of a
Stock  Appreciation  Right and the attendant surrender of an exercisable portion
of  any  related  Award, the Participant will be entitled to receive, subject to
Section  6.5,  payment  of  an  amount  determined  by  multiplying:

(1)          the  difference  (which  shall  not  be less than zero) obtained by
subtracting the exercise price per share of Common Stock under the related Award
(if  applicable) or the initial share value specified in the Award from the Fair
Market  Value  of  a  share of Common Stock on the date of exercise of the Stock
Appreciation  Right,  by

(2)          the  number  of shares with respect to which the Stock Appreciation
Right  shall  have  been  exercised.

3.3.2     FORM  OF  PAYMENT.  The  Committee,  in  its  sole  discretion,  will
determine  the form in which payment will be made of the amount determined under
Section  3.3.1,  either solely in cash, solely in shares of Common Stock (valued
at  Fair  Market Value on the date of exercise of the Stock Appreciation Right),
or  partly  in such shares and partly in cash, provided that the Committee shall
have  determined  that  such exercise and payment are consistent with applicable
law.  If  the  Committee  permits  the  Participant  to elect to receive cash or
shares  (or  a  combination thereof) on such exercise, any such election will be
subject  to  such  conditions  as  the  Committee  may  impose.

3.4          LIMITED  STOCK APPRECIATION RIGHTS.  The Committee may grant to any
Eligible Person Stock Appreciation Rights exercisable only upon or in respect of
a  change  in  control  or  any  other specified event ("LIMITED SARS") and such
Limited  SARs  may  relate  to  or  operate  in  tandem  or  combination with or
substitution  for  Options,  other Stock Appreciation Rights or other Awards (or
any  combination  thereof),  and  may  be payable in cash or shares based on the
spread  between the base price of the Stock Appreciation Right and a price based
upon the Fair Market Value of the Common Stock during a specified period or at a
specified  time within a specified period before, after or including the date of
such  event.

4.          RESTRICTED  STOCK  AWARDS.

4.1          GRANTS.  The  Committee  may,  in its discretion, grant one or more
Restricted  Stock  Awards  to  any Eligible Person.  Each Restricted Stock Award
Agreement  will specify the number of shares of Common Stock to be issued to the
Participant,  the  date of such issuance, the consideration for such shares (but
not less than the minimum lawful consideration under applicable state law) to be
paid  by the Participant, the extent (if any) to which and the time (if ever) at
which  the Participant will be entitled to dividends, voting and other rights in
respect of the shares prior to vesting, and the restrictions (which may be based
on  performance  criteria,  passage  of time or other factors or any combination
thereof)  imposed  on such shares and the conditions of release or lapse of such
restrictions.  Such  restrictions  will  not lapse earlier than six months after
the Award Date, except to the extent the Committee may otherwise provide.  Stock
certificates  evidencing  shares  of  Restricted  Stock pending the lapse of the
restrictions  ("RESTRICTED  SHARES")  will  bear  a  legend  making  appropriate
reference  to  the  restrictions  imposed  hereunder  and  will  be  held by the
Corporation  or  by  a  third  party  designated  by  the  Committee  until  the
restrictions on such shares have lapsed and the shares have vested in accordance
with  the  provisions  of  the  Award  and  Section  1.7.  Upon  issuance of the
Restricted  Stock Award, the Participant may be required to provide such further
assurances  and  documents  as  the  Committee  may  require  to  enforce  the
restrictions.

4.2          RESTRICTIONS.

4.2.1     PRE-VESTING  RESTRAINTS.  Except  as  provided in Section 4.1 and 1.9,
restricted  shares  comprising  any  Restricted  Stock  Award  may  not be sold,
assigned,  transferred,  pledged  or otherwise disposed of or encumbered, either
voluntarily  or involuntarily, until the restrictions on such shares have lapsed
and  the  shares  have  become  vested.

4.2.2     DIVIDEND  AND  VOTING  RIGHTS.  Unless  otherwise  provided  in  the
applicable  Award  Agreement,  a  Participant receiving a Restricted Stock Award
will  be  entitled  to vote such shares but will not be entitled to dividends on
any of the shares until the shares have vested; provided that such voting rights
will terminate immediately as to any Restricted Shares that cease to be eligible
for vesting.  Such dividends shall be retained in a restricted account until the
shares  have  vested  and  shall revert to the Corporation if they fail to vest.

4.2.3     CASH  PAYMENTS.  If  the  Participant  has  paid  or  received  cash
(including  any  dividends)  in  connection with the Restricted Stock Award, the
Award  Agreement  will  specify  whether  and  to  what extent such cash will be
returned  (with  or without an earnings factor) as to any restricted shares that
cease  to  be  eligible  for  vesting.

4.3          RETURN  TO  THE  CORPORATION.  Unless  the  Committee  otherwise
expressly provides, Restricted Shares that remain subject to restrictions at the
time  of  termination  of  employment  (or specified services) or are subject to
other  conditions  to vesting that have not been satisfied by the time specified
in  the  applicable  Award  Agreement  will not vest and will be returned to the
Corporation  in  such  manner and on such terms as the Committee provides in the
Award  Agreement.

5.          PERFORMANCE  SHARE  AWARDS  AND  STOCK  BONUSES.

5.1          GRANTS  OF  PERFORMANCE  SHARE  AWARDS.  The  Committee may, in its
discretion,  grant  Performance Share Awards to Eligible Persons based upon such
factors  as the Committee deems relevant in light of the specific type and terms
of  the  award.  An Award Agreement will specify the maximum number of shares of
Common  Stock (if any) subject to the Performance Share Award, the consideration
(but  not  less  than  the minimum lawful consideration) to be paid for any such
shares  as may be issuable to the Participant, the duration of the Award and the
conditions  upon which delivery of any shares or cash to the Participant will be
based.  The  amount  of cash or shares or other property that may be deliverable
pursuant  to  such  Award  will  be  based  upon the degree of attainment over a
specified  period  of  not  more than 10 years (a "performance cycle") as may be
established  by  the  Committee  of  such  measure(s)  of the performance of the
Company  (or  any  part thereof) or the Participant as may be established by the
Committee.  The  Committee  may  provide  for  full  or partial credit, prior to
completion  of  such  performance  cycle  or  the  attainment of the performance
achievement  specified  in  the  Award, in the event of the Participant's death,
Retirement,  or  Total  Disability,  a  Change in Control Event or in such other
circumstances  as  the  Committee  (consistent with the second clause of Section
6.10.3,  if  applicable)  may  determine.

5.2          SPECIAL  PERFORMANCE-BASED  SHARE  AWARDS.  Without  limiting  the
generality  of  the foregoing, and in addition to Options and Stock Appreciation
Rights  granted  at  an exercise or base price at least equal to the Fair Market
Value  of  the  underlying  shares on the date of grant, other performance-based
awards  within  the  meaning  of  Section 162(m) of the Code ("PERFORMANCE-BASED
AWARDS"),  whether  in  the form of restricted stock, performance stock, phantom
stock  or  other  rights, the vesting of which depends on the performance of the
Company  on a consolidated, segment, subsidiary, division, or station basis with
reference  to  revenue  growth, net earnings (before or after taxes or before or
after  taxes, interest, depreciation, and/or amortization), cash flow, return on
equity  or  on assets or on net investment, or cost containment or reduction, or
any  combination  thereof  (the  business  criteria)  relative to preestablished
performance  goals,  may  be  granted  under this Plan.  The applicable business
criteria and the specific performance goals must be approved by the Committee in
advance  of  applicable  deadlines  under  the  Code  and  while the performance
relating  to  such  goals  remains  substantially  uncertain.  The  applicable
performance  measurement period may be not less than one nor more than 10 years.
Performance  targets  may  be  adjusted  to  mitigate  the  unbudgeted impact of
material,  unusual or nonrecurring gains and losses, accounting changes or other
extraordinary events not foreseen at the time the targets were set.  Other types
of  performance  and  non-performance awards may also be granted under the other
provisions  of  this  Plan.

5.2.1     ELIGIBLE  CLASS.  The  eligible class of persons for Awards under this
Section  shall  be  key  employees  (including  officers)  of  the  Company.

5.2.2     MAXIMUM  AWARD.  In  no  event  shall grants in any calendar year to a
Participant under this Section 5.2 relate to more than 2,500,000 shares, subject
to  the  Share  Limit,  or  a  cash  amount  of  more  than  $1,000,000.

5.2.3     COMMITTEE  CERTIFICATION.  Before  any  Performance-Based  Award under
this  Section 5.2 is paid, the Committee must certify that the material terms of
the  Performance-Based  Award  were  satisfied.

5.2.4     TERMS AND CONDITIONS OF AWARDS.  The Committee will have discretion to
determine  the  restrictions or other limitations of the individual Awards under
this  Section  5.2 (including the authority to reduce Awards, payouts or vesting
or  to  pay  no  Awards, in its sole discretion, if the Committee preserves such
authority  at  the  time  of grant by language to this effect in its authorizing
resolutions  or  otherwise).

5.2.5     STOCK  PAYOUT  FEATURES.  In  lieu  of  cash  payment of an Award, the
Committee  may require or allow a portion of the Award to be paid in the form of
stock,  Restricted  Shares  or  an  Option.

5.3          GRANTS  OF STOCK BONUSES.  The Committee may grant a Stock Bonus to
any  Eligible Person to reward exceptional or special services, contributions or
achievements  in  the  manner  and  on  such terms and conditions (including any
restrictions  on  such shares) as determined from time to time by the Committee.
The  number of shares so awarded will be determined by the Committee.  The Award
may  be  granted  independently  or  in  lieu  of  a  cash  bonus.

5.4          DEFERRED  PAYMENTS.  The Committee may authorize for the benefit of
any  Eligible  Person  the  deferral  of  any payment of cash or shares that may
become  due  or  of  cash  otherwise  payable  under  this Plan, and provide for
benefits thereon based upon such deferment, at the election or at the request of
such  Participant,  subject to the other terms of this Plan.  Such deferral will
be  subject  to  such  further  conditions,  restrictions or requirements as the
Committee  may  impose,  subject  to  any  then  vested  rights of Participants.

6.     OTHER  PROVISIONS.

6.1     RIGHTS  OF  ELIGIBLE  PERSONS,  PARTICIPANTS  AND  BENEFICIARIES.

6.1.1     EMPLOYMENT STATUS.  Status as an Eligible Person will not be construed
as  a  commitment  that any Award will be granted under this Plan to an Eligible
Person  or  to  Eligible  Persons  generally.

6.1.2     NO  EMPLOYMENT  CONTRACT.  Nothing  contained  in this Plan (or in any
other  documents under this Plan or in any Award) shall confer upon any Eligible
Person  or  Participant  any right to continue in the employ or other service of
the Company, constitute any contract or agreement of employment or other service
or  affect  an  employee's status as an employee at will, nor shall interfere in
any way with the right of the Company to change a person's compensation or other
benefits,  or  to  terminate  his  or  her  employment or other service, with or
without cause.  Nothing in this Section 6.1.2, however, is intended to adversely
affect  any express independent right of such person under a separate employment
or  service  contract  other  than  an  Award  Agreement.

6.1.3     PLAN  NOT  FUNDED.  Awards  payable under this Plan will be payable in
shares  of  Common  Stock  or  from  the  general assets of the Corporation, and
(except  as  provided  in Section 1.4.3) no special or separate reserve, fund or
deposit  will  be  made  to  assure  payment  of  such  Awards.  No Participant,
Beneficiary  or  other person will have any right, title or interest in any fund
or  in any specific asset (including shares of Common Stock, except as expressly
otherwise  provided)  of  the Company by reason of any Award hereunder.  Neither
the  provisions  of this Plan (or of any related documents), nor the creation or
adoption  of  this Plan, nor any action taken pursuant to the provisions of this
Plan  will create, or be construed to create, a trust of any kind or a fiduciary
relationship  between  the  Company  and  any  Participant, Beneficiary or other
person.  To  the extent that a Participant, Beneficiary or other person acquires
a  right  to receive payment pursuant to any Award hereunder, such right will be
no  greater  than  the  right  of any unsecured general creditor of the Company.

6.2          ADJUSTMENTS;  ACCELERATION.

6.2.1     ADJUSTMENTS.  Upon  or  in  contemplation  of  any  reclassification,
recapitalization,  stock  split  (including a stock split in the form of a stock
dividend)  or  reverse  stock  split; any merger, combination, consolidation, or
other  reorganization; any spin-off, split-up, or similar extraordinary dividend
distribution ("spin-off") in respect of the Common Stock (whether in the form of
securities or property); any exchange of Common Stock or other securities of the
Corporation,  or  any similar, unusual or extraordinary corporate transaction in
respect of the Common Stock; or a sale of all or substantially all the assets of
the Corporation as an entirety ("asset sale"); then the Committee shall, in such
manner,  to  such  extent  (if any) and at such time as it deems appropriate and
equitable  in  the  circumstances:

(1)     proportionately  adjust  any or all of (a) the number and type of shares
of Common Stock (or other securities) that thereafter may be made the subject of
Awards  (including the specific maxima and numbers of shares set forth elsewhere
in  this  Plan),  (b)  the number, amount and type of shares of Common Stock (or
other  securities or property) subject to any or all outstanding Awards, (c) the
grant,  purchase,  or  exercise  price of any or all outstanding Awards, (d) the
securities,  cash or other property deliverable upon exercise of any outstanding
Awards,  or  (e)  (subject  to limitations under Section 6.10.3) the performance
standards  appropriate  to  any  outstanding  Awards,  or

(2)     make provision for a cash payment or for the assumption, substitution or
exchange of any or all outstanding share-based Awards or the cash, securities or
property deliverable to the holder of any or all outstanding share-based Awards,
based  upon  the  distribution or consideration payable to holders of the Common
Stock  upon  or  in  respect  of  such  event.
The  Committee  may adopt such valuation methodologies for outstanding Awards as
it  deems  reasonable  in the event of a cash or property settlement and, in the
case  of  Options,  Stock  Appreciation  Rights  or  similar rights, but without
limitation  on  other  methodologies,  may  base such settlement solely upon the
excess  (if any) of the amount payable upon or in respect of such event over the
exercise  or  strike  price  of  the  Award.
In  each  case, with respect to Awards of Incentive Stock Options, no adjustment
shall  be  made  in a manner that would cause the Plan to violate Section 422 or
424(a)  of  the  Code or any successor provisions without the written consent of
holders  materially  adversely  affected  thereby.
In any of such events, the Committee may take such action prior to such event to
the  extent  that  the  Committee  deems  the  action  necessary  to  permit the
Participant  to realize the benefits intended to be conveyed with respect to the
underlying  shares in the same manner as is or will be available to stockholders
generally.

6.2.2          POSSIBLE  EARLY  TERMINATION OF ACCELERATED AWARDS. If any Option
or  other  right  to  acquire  Common  Stock  under  this  Plan  has  been fully
accelerated as required or permitted by Section 6.2.3 but is not exercised prior
to  (1) a dissolution of the Company, or (2) an event described in Section 6.2.1
that the Company does not survive, or (3) the consummation of an event described
in Section 6.2.1 involving a Change of Control Event approved by the Board, such
Option  or  right  shall  terminate,  subject  to  any  provision  that has been
expressly  made  by the Board or the Committee, through a plan of reorganization
or  otherwise,  for  the  survival,  substitution, assumption, exchange or other
settlement  of  such  Option  or  right.

6.2.3     ACCELERATION  OF  AWARDS  UPON  CHANGE  IN  CONTROL. Unless prior to a
Change  in  Control  Event  the  Committee determines that, upon its occurrence,
benefits  under  any  or  all Awards will not accelerate or determines that only
certain  or  limited  benefits  under  any or all Awards will accelerate and the
extent  to  which  they  will accelerate, and/or establishes a different time in
respect  of  such  Event  for  such  acceleration, then upon the occurrence of a
Change  in  Control  Event:

(1)     each  Option  and  Stock  Appreciation  Right  will  become  immediately
exercisable,

(2)     Restricted  Stock  will  immediately  vest  free  of  restrictions,  and

(3)     each  Performance  Share  Award  will become payable to the Participant.
Any  discretion  with  respect  to  these  events shall be limited to the extent
required  by  applicable  accounting  requirements  in the case of a transaction
intended  to  be  accounted  for  as  a  pooling  of  interests  transaction.
The Committee may override the limitations on acceleration in this Section 6.2.3
by express provision in the Award Agreement and may accord any Eligible Person a
right  to  refuse  any  acceleration, whether pursuant to the Award Agreement or
otherwise, in such circumstances as the Committee may approve.  Any acceleration
of  Awards  will  comply with applicable legal requirements and, if necessary to
accomplish the purposes of the acceleration or if the circumstances require, may
be  deemed by the Committee to occur (subject to Section 6.2.4) a limited period
of  time  not  greater  than  30  days  before  the event.  Without limiting the
generality  of  the  foregoing,  the Committee may deem an acceleration to occur
immediately prior to the applicable event and/or reinstate the original terms of
an  Award  if  an  event  giving  rise  to  an  acceleration  does  not  occur.

6.2.4     POSSIBLE  RESCISSION  OF ACCELERATION.  If the vesting of an Award has
been  accelerated  expressly  in  anticipation  of  an event or upon stockholder
approval  of  an  event and the Committee or the Board later determines that the
event  will  not occur, the Committee may rescind the effect of the acceleration
as  to  any  then  outstanding  and  unexercised  or  otherwise unvested Awards.

6.2.5     ACCELERATION  UPON  TERMINATION  OF  SERVICE  IN  ANTICIPATION  OF  OR
FOLLOWING  A  CHANGE  IN  CONTROL.
Early Termination.  Unless the Committee otherwise provides prior to a Change in
Control,  if  any  Participant's employment is terminated by the Company for any
reason  other  than death, Total  Disability, Retirement, or for Cause after the
announcement  of  but  within 30 days before consummation of a Change in Control
Event,  then  upon  or  immediately  prior  to the consummation of the Event and
subject  to  its  consummation,  any Awards held by the Participant prior to the
Change  in Control that were terminated shall be deemed reinstated to the extent
previously  vested  and Awards previously unvested shall be deemed vested to the
extent  that  the  vesting  of  other Awards of the same type are accelerated in
connection  with  the  Event,  irrespective of the vesting and early termination
provisions  of  the  Participant's  Award Agreement.  Any such reinstated Awards
shall  remain  subject  to  the  other  adjustment,  termination  and settlement
provisions  of this Section 6.2 in connection with the subject Change in Control
Event  or  any  applicable,  subsequent  Change  in  Control  Event.
Termination  After  Change  in  Control.  If  any  Participant's  employment  is
terminated  by  the  Company  upon  or  within 30 days after a Change in Control
Event,  and  the  termination  is  not  the  result  of death, Total Disability,
Retirement  or a termination for Cause, then, subject to the other provisions of
this  Section  6.2 (including without limitation Section 6.2.2 and Section 6.4),
all  outstanding  Options  held  by the Participant shall be deemed fully vested
immediately  prior to the Severance Date, irrespective of the vesting provisions
of  the  Participant's  Award  Agreement, unless the Award Agreement specifies a
different  result  in  the  case  of  a  Change  in  Control  Event.
No  Extension  Beyond  Expiration.  Notwithstanding  the  foregoing, in no event
shall  an  Award  be  reinstated  or  extended beyond its final expiration date.

6.2.6     GOLDEN  PARACHUTE  LIMITATION.  In  no  event  shall  an  Award  be
accelerated  under this Plan to an extent or in a manner that would not be fully
deductible  by  the  Company  for federal income tax purposes because of Section
280G  of  the Code, nor will any payment hereunder be accelerated if any portion
of  such  accelerated  payment would not be deductible by the Company because of
Section 280G of the Code.  If a holder would be entitled to benefits or payments
hereunder  and  under any other plan or program that would constitute "parachute
payments" as defined in Section 280G of the Code, then the holder may by written
notice  to the Company designate the order in which such parachute payments will
be  reduced  or  modified  so  that the Company is not denied federal income tax
deductions  for  any  "parachute  payments" because of Section 280G of the Code.
Notwithstanding  the  foregoing,  an  employment  or  other  agreement  with the
Participant  may  expressly provide for benefits in excess of amounts determined
by  applying  the  foregoing  Section  280G  limitations.

6.3          EFFECT  OF  TERMINATION  OF  SERVICE  ON  AWARDS.

6.3.1     GENERAL.  The Committee shall establish the effect of a termination of
employment  or service on the rights and benefits under each Award granted under
this  Plan  and  in  so  doing  may  make  distinctions  based upon the cause of
termination  and  the  nature  of  the  Award.  Unless otherwise provided in the
applicable Award Agreement and subject to the other provisions of this Plan: (1)
the provisions of Section 2.6 shall apply to Options, (2) any Stock Appreciation
Right  granted  concurrently or in tandem with an Option shall be subject to the
same  post-termination  provisions  and  exercisability periods as the Option to
which it relates, and (3) Restricted Stock Awards, Performance Share Awards, and
other Stock Appreciation Rights shall, to the extent that they are not vested on
the  Participant's  Severance  Date,  terminate  and  be forfeited on such date.

6.3.2     TERMINATION  OF  CONSULTING OR AFFILIATE SERVICES.  If the Participant
is  not  an  Eligible  Employee  or  director  and provides services as an Other
Eligible  Person,  the  Committee  shall  be  the  sole  judge  of  whether  the
Participant  continues  to  render services to the Company, unless a contract or
the  Award  otherwise  provides.  If in these circumstances the Company notifies
the Participant in writing that a termination of services of the Participant for
purposes of this Plan has occurred, then (unless the contract or Award otherwise
expressly  provides),  the Participant's termination of services for purposes of
Section  2.6,  3, 4.3, 5 and this Section 6.3 shall be the date which is 10 days
after  the  Company's mailing of the notice or, in the case of a termination for
Cause,  the  date  of  the  mailing  of  the  notice.

6.3.3     EVENTS  NOT  DEEMED TERMINATIONS OF SERVICE.  Unless Company policy or
the  Committee  otherwise  provides,  a  Participant's  employment  or  service
relationship  shall  not  be  considered  terminated  solely due to any (1) sick
leave,  (2)  military leave, or (3) any other leave of absence authorized by the
Company  or the Committee; provided that unless reemployment upon the expiration
of  such  leave  is guaranteed by contract or law, such leave is for a period of
not  more  than  90  days.  In  the case of any Eligible Employee on an approved
leave  of absence, continued vesting of the Award while on leave from the employ
of  the  Company  shall be suspended, unless the Committee otherwise provides or
applicable  law  otherwise  requires.  In  no  event shall an Award be exercised
after  the  expiration  of  the  term  set  forth  in  the  Award  Agreement.

6.3.4     EFFECT  OF CHANGE OF SUBSIDIARY STATUS.  For purposes of this Plan and
any  Award,  if an entity ceases to be a Subsidiary, a termination of employment
or  service will be deemed to have occurred with respect to each Eligible Person
in  respect  of  the  Subsidiary  who does not continue as an Eligible Person in
respect  of  another  entity  within  the  Company.

6.3.5     COMMITTEE  DISCRETION.  Notwithstanding  the  foregoing  provisions of
this Section 6.3 or anything in Section 2.5 to the contrary, in the event of, or
in anticipation of, a termination of employment with the Company for any reason,
other  than  discharge for Cause, the Committee may, in its discretion, increase
the  portion  of  the  Participant's  Award available to the Participant (or the
Participant's  Beneficiary  or  Personal Representative, as the case may be) or,
subject  to  the  provisions  of Sections 1.6 and 6.2, extend the exercisability
period  upon  such terms as the Committee determines and expressly sets forth in
or  by  amendment  to  the  Award  Agreement.

6.4          COMPLIANCE  WITH  LAWS.  This  Plan,  the  granting  and vesting of
Awards  under  this  Plan,  the offer, issuance and delivery of shares of Common
Stock, the acceptance of promissory notes and/or the payment of money under this
Plan  or under Awards, are subject to compliance with all applicable federal and
state  laws,  rules  and  regulations  (including  but  not limited to state and
federal  securities  law, and federal margin requirements) and to such approvals
by  any  listing, regulatory or governmental authority as may, in the opinion of
counsel  for the Corporation, be necessary or advisable in connection therewith.
In  addition,  any  securities  delivered  under this Plan may be subject to any
special  restrictions  that  the  Committee may require to preserve a pooling of
interests  under generally accepted accounting principles.  The person acquiring
any  securities  under  this Plan will, if requested by the Corporation, provide
such assurances and representations to the Corporation as the Committee may deem
necessary  or  desirable  to  assure  compliance  with  all applicable legal and
accounting  requirements.

6.5          TAX  MATTERS.

6.5.1          PROVISION  FOR  TAX  WITHHOLDING  OR  OFFSET.  Upon any exercise,
vesting,  or  payment  of  any Award or upon the disposition of shares of Common
Stock  acquired  pursuant  to the exercise of an Incentive Stock Option prior to
satisfaction  of the holding period requirements of Section 422 of the Code, the
Company  shall  have  the  right  at  its  option  to:

(1)     require  the  Participant (or Personal Representative or Beneficiary, as
the  case  may  be)  to  pay or provide for payment of the minimum amount of any
taxes  which  the Company may be required to withhold with respect to such Award
event  or  payment;

(2)     deduct  from  any amount payable in cash the minimum amount of any taxes
which the Company may be required to withhold with respect to such cash payment;
and/or

(3)     in  any  case  where a tax is required to be withheld in connection with
the  delivery  of  shares  of Common Stock under this Plan, reduce the number of
shares  to  be  delivered  by (or otherwise reacquire) the appropriate number of
shares,  valued  at  their  then  Fair  Market  Value,  to  satisfy such minimum
withholding  obligation.
The  Committee may in its sole discretion (subject to Section 6.4) grant (either
at the time of grant of the Award or thereafter) to the Participant the right to
elect,  pursuant  to  such rules and subject to such conditions as the Committee
may  establish,  to  have  the  Corporation utilize the withholding offset under
clause (3) above.  In no event shall shares be withheld in excess of the minimum
number  required  for  tax  withholding  under  these  provisions.

6.5.2          TAX  LOANS.  If  so  provided in the Award Agreement or otherwise
expressly  authorized by the Committee, the Company may, to the extent permitted
by  law, authorize a short-term loan of not more than nine months to an Eligible
Person  in  the amount of any taxes that the Company may be required to withhold
with respect to shares of Common Stock received (or disposed of, as the case may
be)  pursuant  to a transaction described in Section 6.5.1.  Such a loan will be
for  a  term,  at  a  rate  of  interest  and  pursuant  to such other terms and
conditions  as  the Committee, under applicable law, may establish and such loan
need  not  comply  with  the  other  provisions  of  Section  1.8.

6.6     PLAN  AMENDMENT,  TERMINATION  AND  SUSPENSION.

6.6.1     BOARD  AUTHORIZATION.  The  Board may, at any time, terminate or, from
time  to  time,  amend,  modify  or  suspend this Plan, in whole or in part.  No
Awards may be granted during any suspension of this Plan or after termination of
this  Plan,  but  the  Committee  will  retain  jurisdiction  as  to Awards then
outstanding  in  accordance  with  the  terms  of  this  Plan.

6.6.2     STOCKHOLDER APPROVAL.  To the extent then required under Sections 162,
422  or  424  of  the  Code  or any other applicable law, or deemed necessary or
advisable  by  the  Board,  any  amendment  to  this  Plan  shall  be subject to
stockholder  approval.

6.6.3     AMENDMENTS TO AWARDS.  Without limiting any other express authority of
the  Committee  under  (but  subject  to)  the  express limits of this Plan, the
Committee  by  agreement or resolution may waive conditions of or limitations on
Awards  to  Participants  that  the  Committee  in  the  prior  exercise  of its
discretion  has  imposed,  without the consent of a Participant, and (subject to
the  requirements  of  Section  1.2.2)  may  make other changes to the terms and
conditions  of Awards that do not affect in any manner materially adverse to the
Participant,  the  Participant's  rights  and  benefits  under  an  Award.

6.6.4     LIMITATIONS  ON  AMENDMENTS  TO  PLAN  AND  AWARDS.  No  amendment,
suspension or termination of this Plan or change of or affecting any outstanding
Award  shall,  without  written consent of the Participant, affect in any manner
materially  adverse to the Participant any rights or benefits of the Participant
or  obligations  of the Company under any Award granted under this Plan prior to
the  effective  date  of such change.  Changes contemplated by Section 6.2 shall
not  be  deemed to constitute changes or amendments for purposes of this Section
6.6.

6.7          PRIVILEGES  OF  STOCK  OWNERSHIP.  Except  as  otherwise  expressly
authorized by the Committee or this Plan, a Participant shall not be entitled to
any  privilege  of stock ownership as to any shares of Common Stock not actually
delivered  to and held of record by the Participant.  No adjustment will be made
for  dividends or other rights as a stockholder for which a record date is prior
to  such  date  of  delivery.

6.8          EFFECTIVE  DATE OF THE PLAN.  This Plan is effective as of February
14, 2000 the date of approval by the Board.  The Plan shall be submitted for and
subject  to  stockholder  approval  no later than twelve months after such date.

6.9          TERM  OF  THE PLAN.  No Award will be granted under this Plan after
February 13, 2010 (the "termination date").  Unless otherwise expressly provided
in this Plan or in an applicable Award Agreement, any Award granted prior to the
termination date may extend beyond such date, and all authority of the Committee
with  respect  to  Awards  hereunder, including the authority to amend an Award,
shall  continue  during  any  suspension  of  this Plan and in respect of Awards
outstanding  on  the  termination  date.

6.10          GOVERNING  LAW/CONSTRUCTION/SEVERABILITY.

6.10.1     CHOICE  OF  LAW.  This  Plan,  the  Awards,  all documents evidencing
Awards  and  all  other related documents shall be governed by, and construed in
accordance  with  the  laws  of  the  State  of  California.

6.10.2     SEVERABILITY.  If  a  court  of  competent  jurisdiction  holds  any
provision invalid and unenforceable, the remaining provisions of this Plan shall
continue  in  effect.

6.10.3     PLAN  CONSTRUCTION.
Rule  16b-3.  It  is  the  intent  of  the  Corporation  that  the  Awards  and
transactions permitted by Awards be interpreted in a manner that, in the case of
Participants  who  are  or  may  be  subject  to Section 16 of the Exchange Act,
satisfies  the  applicable  requirements  for  exemptions under Rule 16b-3.  The
exemption will not be available if the authorization of actions by any Committee
of  the  Board  with  respect  to  such  Awards  does not satisfy the applicable
conditions  of Rule 16b-3.  Notwithstanding the foregoing, the Corporation shall
have  no  liability  to any Participant for Section 16 consequences of Awards or
events  under  Awards.
Section 162(m).  It is the further intent of the Company that (to the extent the
Company  or  Awards  under  this Plan may be or become subject to limitations on
deductibility  under  Section 162(m) of the Code), Options or Stock Appreciation
Rights granted with an exercise or base price not less than Fair Market Value on
the  date  of  grant and performance-based awards under Section 5.2 of this Plan
that  are  granted  to or held by a person subject to Section 162(m) of the Code
will  qualify  as  performance-based  compensation  or  otherwise be exempt from
deductibility  limitations  under Section 162(m) of the Code, to the extent that
the  authorization  of  the  Award  (or the payment thereof, as the case may be)
satisfies  any  applicable  administrative  requirements  thereof.

6.11          CAPTIONS.  Captions  and  headings  are  given to the sections and
subsections  of this Plan solely as a convenience to facilitate reference.  Such
headings shall not be deemed in any way material or relevant to the construction
or  interpretation  of  this  Plan  or  any  provision  thereof.

6.12     STOCK-BASED  AWARDS IN SUBSTITUTION FOR STOCK OPTIONS OR AWARDS GRANTED
BY  OTHER  CORPORATION.Awards may be granted to Eligible Persons under this Plan
in  substitution  for  employee  stock  options,  Stock  Appreciation  Rights,
restricted  stock  or  other  stock-based  awards  granted  by other entities to
persons  who  are or who will become Eligible Persons in respect of the Company,
in connection with a distribution, merger or other reorganization by or with the
granting  entity  or  an  affiliated  entity, or the acquisition by the Company,
directly  or  indirectly, or all or a substantial part of the stock or assets of
the  employing  entity.

6.13          NON-EXCLUSIVITY  OF  PLAN.  Nothing in this Plan shall limit or be
deemed  to  limit the authority of the Board or the Committee to grant awards or
authorize any other compensation, with or without reference to the Common Stock,
under  any  other  plan  or  authority.

6.14     NO  CORPORATE ACTION RESTRICTION.  The existence of the Plan, the Award
Agreements  and the Awards granted hereunder shall not limit, affect or restrict
in  any  way  the  right  or  power  of  the  Board  or  the stockholders of the
Corporation  to  make  or  authorize:  (1)  any  adjustment,  recapitalization,
reorganization  or other change in the Corporation's or any Subsidiary's capital
structure or its business, (2) any merger, amalgamation, consolidation or change
in  the  ownership of the Corporation or any Subsidiary, (3) any issue of bonds,
debentures,  capital,  preferred or prior preference stock ahead of or affecting
the  Corporation's  or any Subsidiary's capital stock or the rights thereof, (4)
any  dissolution  or  liquidation  of the Corporation or any Subsidiary, (5) any
sale  or  transfer  of  all  or  any part of the Corporation or any Subsidiary's
assets  or  business,  or  (6)  any  other  corporate  act  or proceeding by the
Corporation  or any Subsidiary.  No Participant, Beneficiary or any other person
shall  have  any  claim under any Award or Award Agreement against any member of
the  Board  or  the  Committee, or the Corporation or any employees, officers or
agents  of  the  Corporation  or any Subsidiary, as a result of any such action.

6.15     OTHER  COMPANY  BENEFIT  AND  COMPENSATION PROGRAM.  Payments and other
benefits  received  by  a  Participant under an Award made pursuant to this Plan
shall  not  be deemed a part of a Participant's compensation for purposes of the
determination  of  benefits under any other employee welfare or benefit plans or
arrangements,  if  any,  provided  by  the Corporation or any Subsidiary, except
where  the  Committee or the Board expressly otherwise provides or authorizes in
writing.  Awards  under  this  Plan  may  be made in addition to, in combination
with,  as  alternatives  to or in payment of grants, awards or commitments under
any  other  plans  or  arrangements  of  the  Company  or  any  Subsidiary.

7.     DEFINITIONS.

"AWARD"  means  an  award  of  any  Option, Stock Appreciation Right, Restricted
Stock,  Stock  Bonus,  Performance  Share Award, dividend equivalent or deferred
payment  right  or  other  right or security that would constitute a "derivative
security"  under  Rule 16a-1(c) of the Exchange Act, or any combination thereof,
whether  alternative  or  cumulative, authorized by and granted under this Plan.

"AWARD AGREEMENT" means any writing setting forth the terms of an Award that has
been  authorized  by  the  Committee.

"AWARD DATE" means the date upon which the Committee took the action granting an
Award  or  such  later date as the Committee designates as the Award Date at the
time  of  grant  of  the  Award.

 "BENEFICIARY"  means  the  person,  persons,  trust  or  trusts designated by a
Participant or, in the absence of a designation, entitled by will or the laws of
descent  and  distribution,  to  receive  the  benefits  specified  in the Award
Agreement  and  under  this  Plan  if  the  Participant  dies  and  means  the
Participant's  executor  or  administrator if no other Beneficiary is designated
and  able  to  act  under  the  circumstances.

"BOARD"  means  the  Board  of  Directors  of  the  Corporation.

"CAUSE" with respect to a Participant means (unless otherwise expressly provided
in  the  applicable  Award  Agreement  or  another  applicable contract with the
Participant)  a  termination of service based upon a finding by the Company that
the  Participant:

(1)     has been negligent in the discharge of his or her duties to the Company,
has  refused to perform stated or assigned duties or is incompetent in or (other
than  by  reason of a disability or analogous condition) incapable of performing
those  duties;  or

(2)     has  been  dishonest  or  committed  or  engaged  in  an  act  of theft,
embezzlement  or  fraud, a breach of confidentiality, an unauthorized disclosure
or  use  of  inside  information,  customer  lists,  trade  secrets  or  other
confidential  information;  has  breached  a  fiduciary  duty,  or willfully and
materially  violated  any  other  duty,  law,  rule, regulation or policy of the
Company or an affiliate; or has been convicted of a felony or misdemeanor (other
than  minor  traffic  violations  or  similar  offenses);  or

(3)          has materially breached any of the provisions of any agreement with
the  Company  or  an  affiliated  entity;  or

(4)          has  engaged  in  unfair  competition  with,  or  otherwise  acted
intentionally  in  a  manner injurious to the reputation, business or assets of,
the  Company  or  an  affiliate;  has improperly induced a vendor or customer to
break  or  terminate  any contract with the Company or an affiliate or induced a
principal  for  whom the Company or an affiliate acts as agent to terminate such
agency  relationship.  A termination for Cause shall be deemed to occur (subject
to  reinstatement  upon  a contrary final determination by the Committee) on the
date  on which the Company first delivers written notice to the Participant of a
finding  of  termination  for  Cause.

"CHANGE  IN  CONTROL  EVENT"  means  any  of  the  following:

(1)     Approval  by  the  stockholders  (or,  if  no  stockholder  approval  is
required,  by the Board) of the Corporation of the dissolution or liquidation of
the  Corporation,  other  than  in  the  context  of a transaction that does not
constitute  a  Change  in  Control  Event  under  clause  (2)  below.

(2)     Consummation  of  a merger, consolidation, or other reorganization, with
or  into,  or the sale of all or substantially all of the Corporation's business
and/or  assets as an entirety to, one or more entities that are not Subsidiaries
or  other  affiliates  (a "BUSINESS COMBINATION"), unless (a) as a result of the
Business Combination at least 50% of the outstanding securities voting generally
in  the  election  of directors of the surviving or resulting entity or a parent
thereof  (the  "SUCCESSOR  ENTITY") immediately after the reorganization are, or
will  be,  owned,  directly  or  indirectly,  by stockholders of the Corporation
immediately  before  the Business Combination; and (b) no "person" (as such term
is  used  in  Sections  13(d)  and  14(d)  of  the  Exchange Act) (excluding the
Successor  Entity  or  an  Excluded  Person)  beneficially  owns,  directly  or
indirectly, more than 50% of the outstanding shares of the combined voting power
of  the  outstanding  voting  securities  of  the Successor Entity, after giving
effect  to  the  Business  Combination, except to the extent that such ownership
existed  prior  to the Business Combination; and (c) at least 50% of the members
of  the board of directors of the entity resulting from the Business Combination
were  members of the Board at the time of the execution of the initial agreement
or  of  the  action  of  the  Board  approving  the  Business  Combination.

(3)     Any  "person"  (as  such term is used in Sections 13(d) and 14(d) of the
Exchange  Act)  other  than  an Excluded Person becomes the beneficial owner (as
defined  in  Rule  13d-3  under  the  Exchange  Act), directly or indirectly, of
securities  of the Corporation representing more than 50% of the combined voting
power  of  the  Corporation's  then outstanding securities entitled to then vote
generally  in  the  election  of  directors  of the Corporation, other than as a
result  of  (a)  an acquisition directly from the Company, (b) an acquisition by
the  Company, (c) an acquisition by any employee benefit plan (or related trust)
sponsored  or  maintained  by  the  Company  or  a  Successor  Entity, or (d) an
acquisition  by any entity pursuant to a transaction which is expressly excluded
under  clause  (2)  above.

"CODE"  means  the  Internal Revenue Code of 1986, as amended from time to time.

"COMMISSION"  means  the  Securities  and  Exchange  Commission.

"COMMITTEE"  means the Board or one or more committees appointed by the Board to
administer  all  or certain aspects of this Plan, each committee to be comprised
solely  of  one  or  more  directors  or  such  number  as may be required under
applicable  law.  Each  member  of  a  Committee  in  respect  of  his  or  her
participation  in  any decision with respect to an Award intended to satisfy the
requirements  of  Section  162(m)  of  the Code must satisfy the requirements of
"outside  director"  status  within  the  meaning of Section 162(m) of the Code;
provided, however, that the failure to satisfy such requirement shall not affect
the validity of the action of any committee otherwise duly authorized and acting
in  the  matter.  As to Awards, grants or other transactions that are authorized
only  by  a  committee  and that are intended to be exempt under Rule 16b-3, the
requirements  of  Rule 16b-3(d)(1) with respect to committee action must also be
satisfied.

 "COMMON  STOCK"  means  the  Common  Stock, par value $0.0001 per share, of the
Corporation  and  such other securities or property as may become the subject of
Awards,  or  become  subject  to  Awards,  pursuant  to an adjustment made under
Section  6.2  of  this  Plan.

"COMPANY"  means,  collectively,  the  Corporation  and  its  Subsidiaries.

"CORPORATION"  means  2TheMart.com,  Inc.,  an  Oklahoma  corporation,  and  its
successors.

 "ELIGIBLE EMPLOYEE" means an officer (whether or not a director) or employee of
the  Company.

"ELIGIBLE  PERSON"  means  an  Eligible  Employee  or any Other Eligible Person.

"EXCHANGE  ACT"  means the Securities Exchange Act of 1934, as amended from time
to  time.

"EXCLUDED  PERSON"  means  (1)  any  person  described  in  and  satisfying  the
conditions of Rule 13d-1(b)(1) under the Exchange Act, (2) any person who is the
beneficial  owner (as defined in Rule 13d-3 under the Exchange Act) of more than
10%  of  the  outstanding Shares of Common Stock at the time of adoption of this
Plan (or an affiliate, successor, heir, descendant or related party of or to any
such  person),  (3)  the  Company,  or  (4) an employee benefit plan (or related
trust)  sponsored  or  maintained  by  the  Company  or  the  Successor  Entity.

"FAIR  MARKET  VALUE"  on  any  date  means:

(1)     if  the  stock  is  listed or admitted to trade on a national securities
exchange,  the closing price of the stock on the Composite Tape, as published in
the  Western  Edition  of  The  Wall  Street  Journal, of the principal national
securities  exchange  on  which  the stock is so listed or admitted to trade, on
such  date,  or,  if  there  is  no  trading of the stock on such date, then the
closing  price  of  the  stock  as  quoted  on  such  Composite Tape on the next
preceding  date  on  which  there  was  trading  in  such  shares;

(2)     if the stock is not listed or admitted to trade on a national securities
exchange,  the  last  price  for  the  stock  on  such date, as furnished by the
National Association of Securities Dealers, Inc. (the "NASD") through the NASDAQ
National  Market  Reporting  System  or a similar organization if the NASD is no
longer  reporting  such  information;

(3)     if the stock is not listed or admitted to trade on a national securities
exchange  and  is not reported on the National Market Reporting System, the mean
between  the bid and asked price for the stock on such date, as furnished by the
NASD  or  a  similar  organization;  or

(4)     if the stock is not listed or admitted to trade on a national securities
exchange, is not reported on the National Market Reporting System and if bid and
asked  prices  for  the  stock  are  not  furnished  by  the  NASD  or a similar
organization,  the  value  as  established  by  the  Committee  at such time for
purposes  of  this  Plan.

"INCENTIVE  STOCK OPTION" means an Option which is intended, as evidenced by its
designation,  as  an incentive stock option within the meaning of Section 422 of
the Code, the award of which contains such provisions (including but not limited
to  the receipt of stockholder approval of this Plan, if the Award is made prior
to  such  approval)  and is made under such circumstances and to such persons as
may  be  necessary  to  comply  with  that  section.

"NONQUALIFIED STOCK OPTION" means an Option that is designated as a Nonqualified
Stock Option  and shall include any Option intended as an Incentive Stock Option
that  fails  to  meet  the  applicable  legal  requirements thereof.  Any Option
granted  hereunder  that is not designated as an incentive stock option shall be
deemed  to  be designated a nonqualified stock option under this Plan and not an
incentive  stock  option  under  the  Code.

"NON-EMPLOYEE  DIRECTOR"  means  a  member  of  the  Board  of  Directors of the
Corporation  who  is  not  an  officer  or  employee  of  the  Company.

 "OPTION" means an option to purchase Common Stock granted under this Plan.  The
Committee  shall  designate  any  Option  granted  to  an Eligible Employee as a
Nonqualified  Stock  Option  or  an  Incentive  Stock  Option.

     "OTHER  ELIGIBLE  PERSON" means any Non-Employee Director or any individual
consultant or advisor who renders or has rendered bona fide services (other than
services in connection with the offering or sale of securities of the Company in
a  capital raising transaction or as a market maker or promoter of the Company's
securities)  to  the Company, and who is selected to participate in this Plan by
the  Committee.  An  advisor  or consultant may be selected as an Other Eligible
Person  only  if  such  person's  participation in this Plan would not adversely
affect  (1)  the Corporation's eligibility to use Form S-8 to register under the
Securities  Act  of 1933, as amended, the offering of shares issuable under this
Plan  by  the  Company  or  (2)  the  Corporation's  compliance  with  any other
applicable  laws.

"PARTICIPANT"  means an Eligible Person who has been granted an Award under this
Plan.

"PERFORMANCE  SHARE AWARD" means an Award of a right to receive shares of Common
Stock  under  Section  5.1,  or  to  receive  shares  of  Common  Stock or other
compensation  (including  cash)  under  Section  5.2, the issuance or payment of
which  is contingent upon, among other conditions, the attainment of performance
objectives  specified  by  the  Committee.

"PERSONAL  REPRESENTATIVE"  means the person or persons who, upon the disability
or  incompetence  of  a  Participant,  shall  have  acquired  on  behalf  of the
Participant,  by legal proceeding or otherwise, the power to exercise the rights
or  receive  benefits  under  this  Plan  and  who  shall  have become the legal
representative  of  the  Participant.

"PLAN"  means  this  2TheMart.com,  Inc. 2000 Stock Incentive Plan, as it may be
amended  from  time  to  time.

"QDRO"  means  a  qualified  domestic  relations  order.

"RESTRICTED  SHARES"  or "RESTRICTED STOCK" means shares of Common Stock awarded
to  a  Participant under this Plan, subject to payment of such consideration, if
any,  and  such  conditions  on  vesting  (which  may include, among others, the
passage  of  time,  specified  performance objectives or other factors) and such
transfer  and  other restrictions as are established in or pursuant to this Plan
and  the  related  Award  Agreement,  for so long as such shares remain unvested
under  the  terms  of  the  applicable  Award  Agreement.

"RETIREMENT"  means  retirement  with  the consent of the Company or from active
service  as  an  employee or officer of the Company on or after attaining age 55
with  10  or  more  years  of  service  or  after  age  65  or, in the case of a
Non-Employee  Director, a retirement or resignation as a director after at least
5  years  service  as  a  director.

"RULE  16B-3"  means Rule 16b-3 as promulgated by the Commission pursuant to the
Exchange  Act,  as  amended  from  time  to  time.

"SECTION 16 PERSON" means a person subject to Section 16(a) of the Exchange Act.


"SECURITIES ACT" means the Securities Act of 1933, as amended from time to time.

"SEVERANCE  DATE"  means the date that the Participant's employment by (or other
service  specified  in  the  Award  Agreement to) the Company terminates for any
reason.


     "STOCK  APPRECIATION  RIGHT"  means  a  right authorized under this Plan to
receive  a  number  of  shares  of  Common  Stock  or  an  amount  of cash, or a
combination  of  shares  and  cash,  the  aggregate  amount or value of which is
determined  by  reference  to  a  change  in the Fair Market Value of the Common
Stock.

"STOCK  BONUS"  means an Award of shares of Common Stock granted under this Plan
for no consideration other than past services and without restriction other than
such  transfer  or  other  restrictions  as  the Committee may deem advisable to
assure  compliance  with  law.

"SUBSIDIARY"  means  any  corporation  or  other  entity  a  majority  of  whose
outstanding  voting  stock  or  voting  power  is beneficially owned directly or
indirectly  by  the  Corporation.

"TOTAL  DISABILITY"  means a "permanent and total disability" within the meaning
of  Section  22(e)(3)  of  the  Code  and  such other disabilities, infirmities,
afflictions  or  conditions  as  the  Committee  by  rule  may  include.