EXHIBIT 4.8
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                                CDKNET.COM, INC.

                   2004 STOCK OPTION AND RESTRICTED STOCK PLAN


1.   Establishment and Purpose:

     (A) Establishment. The CDKnet.com, Inc. 2004 Stock Option and Restricted
Stock Plan (the "Plan") is hereby adopted. All options granted under the Plan
are Nonqualified Stock Options. All capitalized undefined terms shall have the
meanings ascribed to them in section 2 hereof.

     (B) Purpose. The Plan has been established by CDKnet.com, Inc. (the
"Company") to: (i) attract, retain and motivate Employees, Directors, and
Consultants eligible to participate in the Plan; (ii) provide incentive
compensation opportunities to Employees, Directors, and Consultants that are
competitive with those of other similar companies; (iii) provide a means whereby
the Company can recognize and reward significant vendors and service providers
in a manner other than the payment of the cost of the goods and services
provided by such Persons; and (iv) identify the interests of eligible
participants with those of the Company's other shareholders through compensation
that is based on the Company's common stock, and thereby promote the long-term
financial success of the Company and its Affiliates.

2.   Definitions: As used herein, the following definitions shall apply:

     (A) "Administrator" means the Board of Directors of the Company and/or
Committee appointed by the Board pursuant to Section 4 of the Plan.

     (B) "Affiliate" means a parent or subsidiary corporation as defined in the
applicable provisions (currently Section 424(e) and (f), respectively) of the
Code.

     (C) "Applicable Laws" means the requirements relating to the administration
of stock option plans under U.S. state corporate laws, U.S. federal and state
securities laws, the Code, any stock exchange or quotation system on which the
Common Stock is listed or quoted, and the applicable laws of any other country
or jurisdiction where Options are granted under the Plan.

     (D) "Board" means the Board of Directors of the Company.

     (E) "Cause" means the following:

          (i) Any violation by Employee of any material provision of Employee's
employment agreement, if any, upon written notice of same by the Company
describing in detail the breach asserted and stating that it constitutes notice
pursuant to this Section 2(E)(i), which breach, if capable of being cured, has
not been cured to the Company's satisfaction within 30 days after such notice;

          (ii) Embezzlement by Employee of funds or property of the Company;

          (iii) Habitual absenteeism, bad faith, fraud, refusal to perform his
duties, gross negligence, or willful misconduct on the part of Employee in the
performance of his or her duties as an employee of the Company, provided that
the Company has given written notice of such breach which notice describes in
detail the breach asserted and stating that it constitutes notice

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pursuant to this Section 2(E)(iii), provided that no such notice or opportunity
needs to be given if, in the judgment of the Company's Board of Directors, such
conduct is habitual or would unnecessarily or unreasonably expose the Company to
undue risk of harm; or

          (iv) A felonious act, conviction, or plea of nolo contendere of
Employee under the laws of the United States or any state (except for any
conviction or plea based on a vicarious liability theory and not the actual
conduct of the Employee).

     (F) "Code" means the Internal Revenue, Code of 1986, as amended.

     (G) "Committee" means a committee appointed by the Board to administer the
Plan in accordance with Section 4 hereof and to perform the functions set forth
herein.

     (H) "Common Stock" means the Common Stock of the Company.

     (I) "Company" means CDKnet.com, Inc., a Delaware corporation.

     (J) "Consultant" means any Person who is engaged by the Company or any
Affiliate to render consulting or advisory services or to supply equipment to
the Company and is compensated for such activities or its Affiliates.

     (K) "Director" means a member of the Board of Directors of the Company.

     (L) "Disability" means, in the sole determination of the Administrator,
whose determination shall be final and binding, the reasonable likelihood that
the Employee will be unable to perform his or her duties and responsibilities to
the Company by reason of a physical or mental disability or infirmity for
either: (i) a continuous period of six months; or (ii) 270 days during any
consecutive twelve- (12-) month period

     (M) "Employee" means any person, including Officers and Directors, employed
by the Company or any Affiliate designated by the Administrator as eligible to
receive Options or Restricted Stock subject to the conditions set forth herein.
For purposes hereof, "Employee" shall include individuals who have executed a
written offer letter of employment with the Company. A person shall not cease to
be an Employee in the case of (i) any leave approved by the Company or (ii)
transfers between locations of the Company or between the Company and its
Affiliates. Neither service as a Director nor payment of a director's fee by the
Company shall be sufficient to constitute "employment" by the Company.

     (N) "Exchange Act" means the Securities Exchange Act of 1934, as amended,

     (O) "Fair Market Value" means, as of any date, the value of Common Stock
determined as follows:

          (i) If the Common Stock is listed on any established stock exchange or
a national market system, including without limitation the National Market or
SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the
closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or system for the last market trading day
before the time of determination, as reported in The Wall Street Journal or such
other source as the Administrator deems reliable,

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          (ii) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair Market Value
shall be the mean between the high bid and low asked prices for the Common Stock
on the last market trading day before the day of determination; or

          (iii) In the absence of an established market for the Common Stock,
the Fair Market Value thereof shall be determined in good faith by the
Administrator whose determination shall be final and binding.

     (P) "Grantee" means a person to whom Restricted Stock has been granted or
sold under the Plan.

     (Q) Reserved.

     (R) "Nonqualified Stock Option" or "NQO" means an Option that is not an
Incentive Stock Option.

     (S) "Officer" means a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

     (T) "Option" means a stock option granted pursuant to the Plan. The grant
of an Option entitles the Optionee to purchase Shares at an exercise price
established by the Administrator.

     (U) "Option Agreement" means an agreement between the Company and an
Optionee evidencing the terms and conditions of an individual Option grant. The
Option Agreement is subject to the terms and conditions of the Plan.

     (V) "Optioned Stock" means the Common Stock subject to an Option,

     (W) "Optionee" means a person to whom an Option has been granted under the
Plan.

     (X) "Person" means any natural person, or entity validly organized and
existing under the laws of the United States or any State, Commonwealth, or
possession thereof.

     (Y) "Parent" means a "Parent" corporation within the meaning of Section
424(e) of the Code, whether now or hereafter existing.

     (Z) "Plan" means the CDKnet.com, Inc. 2004Stock Option and Restricted Stock
Plan.

     (AA) "Plan Year" shall be a calendar year.

     (BB) "Restricted Stock" means Common Stock of the Company granted or sold
in accordance with the Plan; such Restricted Stock may also contain a Sale and
Repurchase Agreement or similar document determined by the Administrator.

     (CC) "Section 16(b)" means Section 16(b) of the Exchange Act.

     (DD) "Share" means a share of the Common Stock, as adjusted in accordance
with Section 12 of the Plan.

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     (EE) "Subsidiary" means a "subsidiary corporation" within the meaning of
Section 424(f) of the Code, whether now or hereafter existing.

     (FF) "Ten Percent Stockholder" means an Employee, who, at the time an
Incentive Stock Option is to be granted to him or her, owns (within the meaning
of Section 422(b)(6) of the Code) stock possessing more than ten percent (10%)
of the total combined voting power of all classes of stock of the Company, or
any Affiliate.

3.   Stock Subject to the Plan. Subject to Section 12 of the Plan, the maximum
aggregate number of Shares which may be subject to options and sold under the
Plan is 6,000,000 Shares. If an Option expires, is canceled, is surrendered
(without exercise), or otherwise becomes unexercisable for any reason, the
Shares allocable to the canceled, surrendered, or otherwise terminated Option
may again be the subject of Options granted hereunder (unless the Plan has
terminated). However, Shares that have actually been issued under the Plan, upon
exercise of an Option, shall not be returned to the Plan and shall not become
available for future distribution under the Plan. Shares that are retained by
the Company upon exercise of an Option in order to satisfy the exercise price
for such Option or any withholding taxes due with respect to such exercise shall
be treated as not issued and shall continue to be available under the Plan.

4.   Administration.

     (A)  Administrator. The Plan shall be administered by the Board and/or by a
duly appointed Committee of the Board having such powers as shall be specified
by the Board and/or the Plan. A majority of a quorum of the Board or Committee,
as the case may be, may authorize any action.

     (B)  Compliance with Section 162(m) of the Code. If the Company is a
"publicly held corporation" as defined in paragraph (2) of section 162(m) of the
Code, as amended, and the regulations promulgated thereunder ("Section 162(m)"),
the Company may establish a committee of outside directors meeting the
requirements of Section 162(m) to approve the grant of Options which might
reasonably be anticipated to "result in the payment of employee remuneration
that would otherwise exceed the limit on employee remuneration deductible for
income tax purposes" pursuant to Section 162(m).

     (C)  Powers of the Administrator. Subject to the provisions of the Plan and
in the case of a Committee, the specific duties delegated by the Board to such
Committee, and subject to the approval of any relevant authorities, the
Administrator shall have the authority in its discretion:

          (i) To determine the Fair Market Value;

          (ii) To select Employees, Directors, and Consultants to whom (a)
Options may from time to time be granted hereunder and (b) Restricted Stock
Options may from time to time be granted or sold hereunder;

          (iii) To determine the terms and conditions of any Option and
Restricted Stock granted hereunder. Such terms and conditions include, without
limitation, the exercise price, the time when Options may be exercised, any
vesting acceleration or waiver of forfeiture restrictions, and any restriction
or limitation regarding any Option or the Restricted Stock relating thereto,
based in each case on such factors as the Administrator, in its sole discretion,
shall determine;

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          (iv) To determine the number of shares of Common Stock to be covered
by each such Option granted hereunder;

          (v) To approve forms of agreement for use under the Plan;

          (vi) To determine the terms and conditions, not inconsistent with the
terms of the Plan, of any Option and Restricted Stock granted hereunder;

          (vii) To determine whether and under what circumstances an Option may
be settled in cash under Section 9(e) instead of Common Stock;

          (viii) To fulfill the purposes of the Plan and without amending the
Plan, to modify grants of Options to participants who are foreign nationals or
employed outside of the United States in order to recognize differences in local
law, tax policies customs;

          (ix) To allow Optionees or Grantees to satisfy withholding tax
obligations as contemplated by Section 11 hereof;

          (x) To construe and interpret the terms of the Plan and awards granted
pursuant to the Plan and to establish, amend, and revoke rules and regulations
for the administration of the Plan, including, but without limitation,
correcting any defect or supplying any omission, or reconciling any
inconsistency in the Plan or in any Agreement, in the manner and to the extent
it shall deem necessary or advisable to make the Plan fully effective;

          (xi) To determine the duration and purposes for leaves of absence
which may be granted to an Optionee or Grantee on an individual basis without
constituting a termination of employment or service for purposes of the Plan and
to determine whether a Disability has occurred or is continuing;

          (xii) To exercise its discretion with respect to the powers and rights
granted to it as set forth in the Plan;

          (xiii) Generally, to exercise such powers and to perform such acts as
are deemed necessary or advisable to promote the best interests of the Company
with respect to the Plan; and

          (xiv) Any other powers and duties set forth in the Plan.

     (D)  Effect of Administrator's Decision. All decisions, determinations, and
interpretations of the Administrator shall be final, binding, and conclusive
upon the Company and its Affiliates, the Optionees or Grantees, and all other
persons having any interest therein.

     (E)  Indemnification. The Administrator shall not be liable for any action,
failure to act, determination, or interpretation made in good faith with respect
to this Plan or any transaction hereunder, except for liability arising from his
or her own willful misfeasance, gross negligence, or reckless disregard of his
or her duties. The Company hereby agrees to indemnify and hold harmless the
Administrator for all costs and expenses and, to the extent permitted by
applicable law, any liability, damages, losses, and expenses incurred in
connection with defending against, responding to, negotiation for the settlement
of, or otherwise dealing with any claim, cause of action, or dispute of any kind
arising in connection with any actions in administering this Plan or in
authorizing or denying authorization to any transaction hereunder.

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5.   Eligibility.

     (A)  Nonqualified Stock Options may be granted to Employees, Directors, or
Consultants. Incentive Stock Options may be granted only to Employees.
Restricted Stock may be granted or sold to Employees, Directors, or Consultants.

     (B)  Each Option shall be designated in the Option Agreement as a
Nonqualified Stock Option.

     (C)  The aggregate number of Options that may be granted to any Optionee
under the Plan shall not exceed fifty percent (50%) of the aggregate number of
Shares referred to in Section 3 hereof.

     (D)  Neither the Plan nor any Option shall confer upon any Optionee any
right with respect to continuing the Optionee's relationship as an Employee,
Director, or Consultant with the Company, nor shall it interfere in any way with
his or her right or the Company's right to terminate such relationship at any
time, with or without cause.

6.   Term of Plan. The Plan shall become effective upon its adoption by the
Board. It shall continue in effect for a term of ten (10) years unless sooner
terminated under Section 15 of the Plan or renewed by the Board.

7.   Term of Option. The term of each Option shall be the term stated in the
Option Agreement and the vesting period, if any, of any Restricted Stock shall
be the term stated in the applicable Stock Restriction Agreement; provided,
however, that the term shall be no more than ten (10) years from the date it is
granted (five (5) years in the case of an Incentive Stock Option granted to a
Ten Percent Stockholder), or such shorter term as the Administrator may,
subsequent to the granting of any Option, provide.

8.   Option Exercise Price and Consideration.

     (A)  Exercise Price. The per-share exercise price for the Shares to be
issued pursuant to exercise of an Option, and the price per Share for the
Restricted Stock to be sold or granted hereunder, shall be such price as is
determined by the Administrator.

     (B)  Payment of Option Price. Subject to this provision, the full exercise
price for Shares purchased upon the exercise of any Option shall be paid at the
time of such exercise (except that, in the case of an exercise arrangement
described in (ii) below, payment may be made as soon as practicable after the
exercise) and the full grant price for Restricted Stock shall be paid at the
time of such grant. The consideration to be paid for the Shares to be issued
upon exercise of an Option or purchased as Restricted Stock, including the
method of payment, shall be determined by the Administrator. Such consideration
may consist of (i) cash, by check, or cash equivalent; or (ii) consideration
received by the Company under a cashless exercise program.

9.   Exercise of Option.

     (A)  Procedure for Exercise, Rights as a Shareholder. Any Option granted
hereunder shall be exercisable at such times and under such conditions as
determined by the Administrator, including performance criteria with respect to
the Company and/or the Optionee, and as shall be

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permissible under the terms of the Plan. An Option may not be exercised for a
fraction of a Share.

          (i) An Option shall be deemed to be exercised when the Company
receives: (a) written or electronic notice of exercise (in accordance with the
Option Agreement) from the person entitled to exercise the Option and (b) full
payment for the Shares with respect to which the Option is exercised. Full
payment may, as authorized by the Administrator, consist of any consideration
and method of payment authorized by the Administrator and permitted by the
Option Agreement and the Plan. Shares issued upon exercise of an Option shall be
issued in the name of the Optionee or, if requested by the Optionee, in the name
of the Optionee and his or her spouse. Until the Shares are issued (as evidenced
by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or any
other rights as a shareholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. The Company shall issue (or cause to
be issued) such stock certificate promptly upon exercise of the Option. No
adjustment shall be made for a dividend or other right for which the record date
is before the date the stock certificate is issued, except as provided in
Section 12 of the Plan.

          (ii) Exercise of an Option in any manner shall result in a decrease in
the number of Shares thereafter available, both for purposes of the Plan and for
sale under the Option, by the number of Shares as to which the Option is
exercised. Granting of Restricted Stock in any manner shall result in a decrease
in the number of Shares thereafter available, for purposes of the Plan, by the
number of Shares of Restricted Stock so granted.

     (B) Termination of Relationship as Employee, Director, or Consultant. If an
Optionee ceases to be an Employee, Director, or Consultant, as the case may be,
such Optionee may exercise his or her Option within such period of time as is
specified in the Option Agreement to the extent that the Option is vested on the
date of termination (but in no event later than the expiration of the term of
the Option as set forth in the Option Agreement). In the absence of a specified
time in the Option Agreement, the Option shall remain exercisable for three (3)
months following the Optionee's termination. If, on the date of termination, the
Optionee is not vested as to his or her entire Option, the Shares covered by the
unvested portion of the Option shall revert to the Plan. If, after termination,
the Optionee does not exercise his or her Option within the time specified by
the Administrator, the Option shall terminate, and the Shares covered by such
Option shall revert to the Plan. The same provisions shall be applicable with
respect to a Grantee of Restricted Stock which is the subject of a repurchase
right in the Company or which is the subject of a forfeiture of Shares in the
event of a termination. No termination shall be deemed to occur if (i) the
Optionee or Grantee is a Consultant or Director who becomes an Employee within
the time specified herein; or (ii) the Optionee or Grantee is an Employee who
becomes a Consultant or Director who is not also an employee, within the time
specified herein. Notwithstanding anything herein to the contrary, if an
Optionee or Grantee ceases to be an Employee, Director, or Consultant because of
such Optionee's or Grantee's violation of his or her duties to the Company, as
conclusively determined by the Administrator in its sole discretion, all of such
Optionee's unexercised Options shall immediately terminate, and all of such
Grantee's Shares of Restricted Stock shall be forfeited, on the termination date
and he or she shall have no right to exercise any unexercised Option on or after
such date.

     (C)  Disability of Optionee or Grantee. If an Optionee ceases to be an
Employee, Director, or Consultant as a result of Optionee's Disability, the
Optionee may within six (6) months from the date of such termination (but in no
event later than the expiration date of the

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term of such Option as set forth in the Option Agreement), exercise all vested
Options through such termination date. If Optionee does not exercise such Option
to the extent so entitled within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan. All
unvested Options shall terminate. Upon the Disability of a Grantee, any Shares
of Restricted Stock still subject to forfeiture shall be forfeited and
terminated as of the date of termination. This clause may be waived by the
Administrator in whole or in part to allow for continuing or accelerated vesting
of Options or decelerated or no forfeiture of Restricted Stock.

     (D)  Death of Optionee or Grantee . If an Optionee dies while an Employee,
Director, or Consultant, all vested Options may be exercised at any time within
six (6) months following the date of death (but in no event later than the
expiration date of the term of such Option as set forth in the Option
Agreement), and all unvested Options shall be terminated. The Option may be
exercised by the executor or administrator of the Optionee's estate or, if none,
by the person(s) entitled to exercise the Option under the Optionee's will or
under the laws of descent and distribution. If the Option is not so exercised
within the time specified herein, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan. Upon the death of a Grantee,
any Shares of Restricted Stock still subject to forfeiture shall be forfeited
and terminated as of the date of termination. This clause may be waived by the
Administrator in whole or in part to allow for continuing or accelerated vesting
of Options or decelerated or no forfeiture of Restricted Stock.

     (E)  Buyout Provisions. The Administrator may at any time offer to buy out
for a payment in cash or Shares, an Option previously granted, based on such
terms and conditions as the Administrator shall establish and communicate to the
Optionee at the time that such offer is made. The Company shall have the right
to offset against any such payment any amounts owed by Optionee to the Company.

10.  Restricted Stock. The Administrator may award to an Employee, Director, or
Consultant Shares, subject to this Section 10 and such other terms and
conditions as the Administrator may prescribe.

     (A)  Certificate Registration . Restricted Stock awarded under the Plan
shall be evidenced by certificates. Each certificate for Restricted Stock shall
be registered in the name of the Employee, Director, or Consultant granted
Restricted Stock and deposited, together with a stock power endorsed in blank,
with the Company.

     (B)  Restriction Period. There shall be established for each Restricted
Stock grant a restriction period of such length as shall be determined by the
Administrator (the "Restriction Period"), but in no event less than thirty (30)
days. Shares of Restricted Stock may not be sold, assigned, transferred,
pledged, or otherwise encumbered, except as hereinafter provided, during the
Restriction Period. Except for such restrictions on transfer and such other
restrictions as the Administrator may impose, the Employee, Director, or
Consultant shall have all the rights of a holder of Common Stock as to such
Restricted Stock (including, but not limited to, voting rights and the right to
receive dividends). At the expiration of the Restriction Period, the Company
shall deliver to the Employee, Director, or Consultant (or in the case of death
or disability, his or her legal representative) the certificates deposited
pursuant to this Section 10.

     (C)  Other Terms and Conditions. The Administrator may impose other terms
and conditions on the granting of the Restricted Stock, including those
otherwise set forth in the Plan

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and that the Grantee execute any shareholders agreement, lock up agreement,
repurchase and other agreements deemed appropriate by the Administrator.

     (D)  Termination of Relationship. Except as otherwise determined by the
Administrator in its sole discretion, upon a termination of the relationship
with the Company by the Employee, Director, or Consultant, as the case may be,
for any reason during the Restriction Period, all Shares that are subject to
restriction as of the date of termination shall be forfeited.

     (E)  Change of Control. In the event of a Change of Control, restrictions
on all Restricted Stock shall lapse as of the date six (6) months after the date
of such Change of Control as determined by the Administrator.

11.  Withholding To Satisfy Tax Obligations.

     (A)  Permitted Methods. At the discretion of the Administrator, Optionees
may satisfy withholding obligations as provided in this Section 11. When an
Optionee incurs tax liability in connection with an Option, which tax liability
is subject to tax withholding under applicable tax laws, and the Optionee is
obligated to pay the Company an amount required to be withheld under applicable
tax laws, the Optionee may satisfy the withholding tax obligation by one or some
combination of the following methods: (i) by cash payment; (ii) out of
Optionee's current compensation; (iii) if permitted by the Administrator, in its
discretion, by surrendering to the Company Shares that (a) in the case of Shares
previously acquired from the Company, have been owned by the Optionee for more
than six months on the date of surrender, and (b) have a Fair Market Value on
the date of surrender equal to or less than Optionee's marginal tax rate times
the ordinary income recognized; or (iv) by electing to have the Company withhold
from the Shares to be issued upon exercise of the Option, if any, that number of
Shares having a Fair Market Value equal to the amount of withholding due. The
Fair Market Value of the Shares to be withheld shall be determined on the date
that the amount of tax to be withheld is to be determined.

     (B)  Procedures for Stock Withholding. All elections by an Optionee to have
Shares withheld to satisfy tax withholding obligations shall be made in writing
in a form acceptable to the Administrator and shall be subject to the following
restrictions: (i) the election must be made on or before the applicable tax
withholding date, (ii) once made, the election shall be irrevocable as to the
particular Shares of the Option as to which the election is made; (iii) all
elections shall be subject to the consent or disapproval of the Administrator,
(iv) if the Optionee is an Officer, Director, or greater than Ten Percent
Stockholder within the meaning of Rule 16a-2 under the Exchange Act ("Reporting
Person"), the election must comply with the applicable provisions of Rule 16b3
and shall be subject to such additional conditions or restrictions as may be
required thereunder to qualify for the maximum exemption from Section 16 of the
Exchange Act with respect to Plan transactions.

12.  Adjustments upon Changes in Capitalization, Merger or, Certain Other
Transactions.

     (A)  Changes in Capitalization. Subject to any required action by the
shareholders of the Company, the number and class of shares of Common Stock with
respect to which Options may be granted under the Plan, the number and class of
Shares of Common Stock which are subject to outstanding Options granted under
the Plan, and the purchase price per Share of Common Stock, if applicable, shall
be proportionately adjusted for any increase or decrease in the number of issued
Shares of Common Stock resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock, or any other
increase or

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decrease in the number of issued Shares of Common Stock effected without receipt
of consideration by the Company. The conversion of any convertible securities of
the Company shall not be deemed to have been "effected without receipt of
consideration." Any such adjustment in the Shares subject to outstanding
Incentive Stock Options (including any adjustments in the purchase price) shall
be made in such manner as not to constitute a modification as defined by Section
424(h)(3) of the Code and only to the extent otherwise permitted by Sections 422
and 424 of the Code. Adjustments shall be made by the Administrator, whose
determination in that respect shall be final, binding, and conclusive. If, by
reason of a change in Capitalization, an Optionee shall be entitled to exercise
an Option with respect to new, additional, or different shares of stock, such
new, additional, or different shares shall thereupon be subject to all of the
conditions which were applicable to the Shares subject to the Option, as the
case may be, before such Change in Capitalization.

     (B)  Dissolution or Liquidation. In the event of the proposed dissolution
or liquidation of the Company, the Administrator shall notify each Optionee as
soon as practicable before the effective date of such proposed action. The
Administrator in its discretion may provide for an Optionee to have the right to
exercise his or her Option until fifteen (15) days before such transaction as to
all of the Optioned Stock covered thereby, including Shares as to which the
Option would not otherwise be exercisable. To the extent it has not been
previously exercised, an Option will terminate immediately before the
consummation of such proposed action.

     (C)  Merger or Sale of Assets. If the Company is to be consolidated with or
acquired by another unrelated entity in a merger or other reorganization in
which the holders of the outstanding voting stock of the Company immediately
preceding the consummation of such event, shall immediately following such
event, hold, in the aggregate, less than a majority of the voting securities of
the surviving or successor entity, or in the event of a sale of all or
substantially all of the Company's assets or otherwise (each, a
"Change-of-Control"), then each outstanding Option shall be assumed or an
equivalent option substituted by the successor corporation or a Parent or
Subsidiary of the successor corporation. If the successor corporation refuses to
assume or substitute for the Option, the Optionee shall fully vest in and have
the right to exercise the Option as to all of the Optioned Stock, including
Shares as to which it would not otherwise be vested or exercisable. If an Option
becomes fully vested and exercisable in lieu of assumption or substitution in
the event of a merger or sale of assets, the Administrator shall notify the
Optionee in writing that the Option shall be fully exercisable for a period of
fifteen (15) days from the date of such notice and the Option shall terminate
upon the expiration of such period. For purposes of this paragraph, the Option
shall be considered assumed if, following the Change of Control, the Option
confers the right to purchase for each Share of Optioned Stock subject to the
Option immediately before the merger or sale of assets, the consideration
(whether stock, cash, or other securities or property) received in the merger or
sale of assets by holders of Common Stock for each Share held on the effective
date of the transaction (and if holders were offered a choice of consideration,
the type of consideration chosen by the holders of a majority of the outstanding
Shares); provided, however, that if such consideration received in the merger or
sale of assets is not solely common stock of the successor corporation or its
Parent, the Administrator may, with the consent of the successor corporation,
provide for the consideration to be received upon the exercise of the Option,
for each Share of Optioned Stock subject to the Option, to be solely common
stock of the successor corporation or its Parent equal in fair market value to
the per-share consideration received by holders of Common Stock in the merger or
sale of assets.

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     (D)  Certain Distributions. In the event of any distribution to the
Company's shareholders of securities of any other entity or other assets (other
than dividends payable in cash or stock of the Company) without receipt of
consideration by the Company, the Administrator may, in its discretion,
appropriately adjust the price per share of Common Stock covered by each
outstanding Option to reflect the effect of such distribution.

13.  Non-Transferability of Options and Restricted Stock. Except as otherwise
provided in this Section, Options may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will or by
the laws of descent or distribution and may be exercised or purchased during the
lifetime of the Optionee, only by the Optionee. Notwithstanding the foregoing,
the Administrator may, in its discretion and consistent with applicable laws,
authorize all or a portion of the Options and/or Restricted Stock to be granted
to an Optionee to be transferred by such Optionee to (i) the spouse, children,
or grandchildren of such Optionee ("Immediate Family Members"), (ii) a trust of
trusts for the benefit of an Immediate Family Member, or (iii) a partnership or
limited liability company in which Immediate Family Members are the only
partners or members, provided, that (x) there is no consideration for such
transfer, (y) the Option Agreement expressly provides for the transfer of the
Options in accordance with this Section, and (z) subsequent transfers of such
Options are prohibited except by or in accordance with the laws of descent or
distribution.

14.  Time of Granting Options. The date of grant of an Option shall, for all
purposes, be the date on which the Administrator makes the determination
granting such Option, or such other date as is determined by the Administrator.
Notice of the determination shall be given to each Employee, Director, or
Consultant to whom an Option is so granted within a reasonable time after the
date of such grant.

15.  Amendment and Termination of the Plan.

     (A)  Amendment and Termination. The Board or the Administrator may at any
time amend, alter, suspend, or terminate the Plan.

     (B)  Shareholder Approval. To the extent necessary and desirable to comply
with Applicable Laws, the Company shall obtain shareholder approval of any Plan
amendment in such a manner and to such a degree as required.

     (C)  Effect of Amendment or Termination. No amendment, alteration,
suspension, or termination of the Plan shall impair the rights of any Optionee,
unless mutually agreed otherwise between the Optionee and the Administrator,
which agreement must be in writing and signed by the Optionee and the Company.
Termination of the Plan shall not affect the Administrator's ability to exercise
the powers granted to it hereunder with respect to Options granted under the
Plan before the date of such termination.

16.  Conditions Upon Issuance of Shares.

     (A)  Legal Compliance. Shares shall not be issued pursuant to the exercise
of an Option unless the exercise of such Option and the issuance and delivery of
such Shares pursuant thereto shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as amended, the
Exchange Act, the rules and regulations promulgated thereunder, and the
requirements of any Stock Exchange.

                                       11
<PAGE>
     (B)  Investment Representation. As a condition to the exercise of an
Option, the Administrator may require the person exercising such Option to
represent and warrant to the Company in writing at the time of any such exercise
that the Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares, and will not be sold or transferred
other than pursuant to an effective registration thereof under the Exchange Act
or pursuant to an exemption applicable under the Securities Act of 1933, as
amended, or the rules and regulations promulgated thereunder. The certificates
evidencing any such Shares shall be appropriately legended to reflect their
status as restricted securities.

     (C)  Settlement of Award. Shares delivered pursuant to the exercise of an
Option shall be subject to such conditions, restrictions, and contingencies as
the Administrator may establish in the Agreement. The Administrator, in its
discretion, may impose such conditions, restrictions, and contingencies with
respect to Shares acquired pursuant to the exercise of an Option that the
Administrator determines to be desirable.

17.  Regulations and Other Approvals: Governing Law.

     (A)  This Plan and the rights of all persons claiming hereunder shall be
construed and determined in accordance with the laws of the State of New Jersey,
and all actions brought to interpret or enforce this Agreement shall be brought
in a forum in New Jersey solely at the discretion of the Administrator.

     (B)  The obligation of the Company to sell or deliver Shares with respect
to Options and Restricted Stock granted under the Plan shall be subject to all
Applicable Laws, and the obtaining of all such approvals by governmental
agencies as may be deemed necessary or appropriate by the Administrator.

     (C)  The inability of the Company to obtain authority from any regulatory
body having jurisdiction, which authority is deemed by the Company's counsel to
be necessary to the lawful issuance and sale of any Shares hereunder, shall
relieve the Company of any liability in respect of the failure to issue or sell
such Shares as to which such requisite authority shall not have been obtained.

     (D)  The Administrator may make such changes as may be necessary or
appropriate to comply with the rules and regulations of any government
authority, or to obtain for Employees granted Incentive Stock Options the tax
benefits under the applicable provisions of the Code and regulations promulgated
thereunder.

18.  Reservation of Shares. The Company, during the term of this Plan, shall at
all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

19.  Agreements. Options and Restricted Stock shall be evidenced by written
agreements in such form as the Administrator shall approve from time to time. A
form of agreement to (a) grant Options is set forth on Exhibit A hereto and (b)
grant or sell Restricted Stock is set forth on Exhibit B attached hereto,
although the Administrator may make appropriate changes to the form based on and
to reflect the terms and conditions of the grant of Option or Restricted Stock.

                                       12
<PAGE>

                                    EXHIBIT A
                                    ---------

                          STOCK OPTION GRANT AGREEMENT

                                    UNDER THE

                     CDKNET.COM, INC. 2004 STOCK OPTION PLAN

     This Grant Agreement (the "Agreement") is entered into by and between
CDKnet.com, Inc., a Delaware corporation (the "Company"), and the individual
(the "Optionee") specified on the Notice of Grant of Stock Options attached
hereto and incorporated by reference herein (the "Notice of Grant of Stock
Options"), effective as of ________, 20__ (the "Grant Date").

     1. Grant of Option. The Company hereby grants to the Optionee, pursuant to
the CDKnet.com, Inc. 2004 Stock Option and Restricted Stock Plan (the "Plan"),
an option (the "Option") to purchase the number of Shares set forth in the
Notice of Grant attached hereto as Exhibit 1, at the exercise price per Share
set forth in the Notice of Grant (the "Exercise Price"), and subject to the
terms and conditions of the Plan, which is incorporated herein by reference.
Subject to Section 15(c) of the Plan (Effect of Amendment or Termination), in
the event of a conflict between the terms and conditions of the Plan and this
Option Agreement, the terms and conditions of the Plan shall prevail.

          (a) This Option is not intended to qualify as an Incentive Stock
Option as defined in Section 422 of the Code and shall be treated as a
Nonqualified Stock Option ("NQO"). The Notice of Grant of Stock Options sets
forth the following terms of the Option: (i) the Optionee, (ii) the number of
shares of Stock subject to the Option, (iii) the Strike Price per share, and
(iv) the date as of which the Option shall expire (the "Expiration Date"), at
5:00 p.m. Eastern Time, unless fully exercised or earlier terminated. The
information provided on the Notice of Grant of Stock Options is in all respects
subject to the terms of this Agreement.

     2. Terminology. Unless stated otherwise in this Agreement, capitalized
terms in this Agreement shall have the meaning set forth in the Plan. Except
where the context otherwise requires, the term "Company" shall mean CDKnet.com,
Inc., a Delaware corporation.

     3. Exercise of Option.

          (a) Right to Exercise. Except as otherwise provided in this Agreement,
this Option may be exercised as to its vested portion at any time and from time
to time, in whole or in part, on or before the Expiration Date or earlier
termination of the Option by executing the exercise notice in the form of
Exhibit 2. To the extent not exercised, vested shares shall accumulate and be
exercisable, in whole or in part, at any time after becoming exercisable, but
not later than the Expiration Date or other termination of the Option. In the
event of the Optionee's death, disability, or other termination of employment,
the exercisability is governed by Section 4 below.

          (b) Vesting. Unless the Option has earlier terminated, Optionee shall
vest in accordance with the vesting schedule set forth in the Notice of Grant.

          (c) Exercise Procedure. Subject to the conditions set forth in this
Agreement, including without limitation the execution of a Stock Restriction
Agreement as required by Section 3(e) hereof, this Option shall be exercised by
delivery of written notice of exercise on

                                       13
<PAGE>
any business day to the Corporate Secretary of the Company in such form as the
Administrator may require from time to time. Such notice shall specify the
number of shares in respect of which the Option is being exercised and shall be
accompanied by full payment of the Strike Price for such shares in accordance
with Section 3(d) of this Agreement. The exercise shall be effective upon
receipt by the Corporate Secretary of the Company of such written notice
accompanied by the required payment. The Option may be exercised only in
multiples of whole vested shares and may not be exercised at any one time as to
fewer than one hundred (100) shares (or such lesser number of shares as to which
the Option is then exercisable). No fractional shares shall be issued pursuant
to this Option.

          (d) Method of Payment. Payment of the Strike Price shall be by any of
the following, or a combination thereof, as determined by the Administrator in
its discretion at the time of exercise:

              i.  By delivery of cash, certified or cashier's check, or money
                  order;

              ii. By any other method approved by the Administrator.

     Subject to such limitations as the Administrator may determine, at any time
during which the Stock is publicly traded on a national securities exchange or
NASDAQ, the Strike Price shall be deemed to be paid, in whole or in part, if the
Optionee delivers a properly executed exercise notice, together with irrevocable
instructions: (A) to a brokerage firm approved by the Company to deliver
promptly to the Company the aggregate amount of sale or loan proceeds to pay the
Strike Price and any withholding tax obligations that may arise in connection
with the exercise, and (B) to the Company to deliver the certificates for such
purchased shares directly to such brokerage firm.

          (e) Issuance of Shares upon Exercise. Upon due exercise of the Option,
in whole or in part, in accordance with the terms of this Agreement, the Company
shall issue to the Optionee, or such other person exercising the Option, as the
case may be, the number of shares of Stock so paid for, in the form of fully
paid and nonassessable stock and shall deliver certificates therefor as soon as
practicable thereafter. The stock certificates for any shares of Stock issued
hereunder shall, unless such shares are registered or an exemption from
registration is available under applicable federal and state law, bear a legend
restricting transferability of such shares, and if such shares are subject to a
Stock Restriction Agreement pursuant to Section 3(e) hereof, shall bear a legend
referencing the Stock Restriction Agreement.

     4.   Termination of Employment.

          (a) Exercise Period Following Termination of Employment. Unless the
Option has earlier terminated, if the Optionee's employment with the Company is
terminated, other than as a result of the causes set forth in clauses (b), (c)
or (d) below: (i) this Option shall terminate immediately upon such termination
of employment to the extent of any unvested shares, and all unvested shares
shall be forfeited, and (ii) this Option shall be exercisable during the 30-day
period following such termination of employment with respect to any vested
shares, but in no event after the Expiration Date. Unless sooner terminated,
this Option shall terminate in its entirety upon the expiration of the
applicable exercise period noted above in this Section 4(a).

          (b) Permanent Disability of Optionee. Notwithstanding the provisions
of Section 4(a) above, if the Optionee's employment with the Company terminates
as a result of his Permanent

                                       14
<PAGE>
Disability (as defined herein), (i) this Option shall terminate immediately upon
such termination of employment to the extent of any unvested shares, and all
unvested shares shall be forfeited, and (ii) this Option shall be exercisable
during the six-month period following such termination of employment with
respect to any vested shares, but in no event after the Expiration Date. Unless
sooner terminated, this Option shall terminate in its entirety upon the
expiration of such six-month period. "Permanent Disability" shall have the
meaning set forth in Optionee's existing Employment Agreement with the Company.
If no such Employment Agreement is in effect, then such term shall have the same
meaning as set forth in the last existing employment agreement between Optionee
and the Company or otherwise in accordance with the definition set forth in the
Plan.

          (c) Death of Optionee. If the Optionee dies before the Expiration Date
or other termination of the Option, (i) this Option shall terminate immediately
upon the Optionee's death to the extent of any unvested shares, and all unvested
shares shall be forfeited, and (ii) this Option shall be exercisable during the
six-month period following the date of death of the Optionee with respect to any
vested shares, but in no event after the Expiration Date, by the Optionee's
executor, personal representative, or the person(s) to whom this Option is
transferred by will or the laws of descent and distribution. Unless sooner
terminated, this Option shall terminate in its entirety upon the expiration of
such six-month period.

          (d) Discharge for Cause. Notwithstanding anything to the contrary
herein, this Option shall terminate in its entirety, regardless of whether the
Option is vested in whole or in part, immediately upon the Optionee's discharge
of employment for Cause. For purposes of this Section, the term "Cause" shall
have the meaning set forth in existing Employment Agreement with the Company. If
no such Employment Agreement is in effect, then such term shall have the same
meaning as set forth in the last existing employment agreement between Optionee
and the Company or as set forth in the Plan.

     5.   Adjustments and Business Combinations.

          (a) Adjustments for Events Affecting Stock. In the event of changes in
the Stock of the Company by reason of any stock dividend, spin-off, split-up,
recapitalization, merger, consolidation, business combination or exchange of
shares and the like, the Administrator shall, in its discretion, make
appropriate adjustments to the number, kind, and price of shares covered by this
Option, and shall, in its discretion and without the consent of the Optionee,
make any other adjustments in this Option, including but not limited to reducing
the number of shares subject to the Option or providing or mandating alternative
settlement methods such as settlement of the Option in cash or in shares of
Stock or other securities of the Company or of any other entity, or in any other
matters which relate to the Option as the Administrator shall, in its sole
discretion, determine to be necessary or appropriate.

          (b) Pooling of Interests Transaction. Notwithstanding anything in the
Plan or this Agreement to the contrary and without the consent of the Optionee,
the Administrator, in its sole discretion, may make any modifications to the
Option, including but not limited to cancellation, forfeiture, surrender, or
other termination of the Option in whole or in part regardless of the vested
status of the Option, in order to facilitate any business combination that is
authorized by the Board to comply with requirements for treatment as a pooling
of interests transaction for accounting purposes under generally accepted
accounting principles.

                                       15
<PAGE>
          (c) Adjustments for Unusual Events. The Administrator is authorized to
make, in its discretion and without the consent of the Optionee, adjustments in
the terms and conditions of, and the criteria included in, the Option in
recognition of unusual or nonrecurring events affecting the Company, or the
financial statements of the Company or any Affiliate, or of changes in
applicable laws, regulations, or accounting principles, whenever the
Administrator determines that such adjustments are appropriate to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Option or the Plan.

          (d) Binding Nature of Adjustments. Adjustments under this Section 5
will be made by the Administrator, whose determination as to what adjustments,
if any, will be made and the extent thereof will be final, binding, and
conclusive. No fractional shares will be issued pursuant to this Option on
account of any such adjustments.

     6.  Confidential Information. In consideration of the Option granted to the
Optionee pursuant to this Agreement, the Optionee agrees and covenants that,
except as specifically authorized by the Company, the Optionee will keep
confidential any trade secrets or confidential or proprietary information of the
Company which are now or which hereafter may become known to the Optionee as a
result of the Optionee's employment by the Company, and shall not at any time,
directly or indirectly, disclose any such information to any person, firm,
Company, or other entity, or use the same in any way other than in connection
with the business of the Company, at all times during and after the Optionee's
employment. The provisions of this Section 6 shall not narrow or otherwise limit
the obligations and responsibilities of the Optionee set forth in any agreement
of similar import entered into between the Optionee and the Company.

     7.  Non-Guarantee of Employment. Nothing in the Plan or this Agreement
shall alter the at-will or other employment, consultant, or director status of
the Optionee, nor be construed as a contract of employment between the Company
and the Optionee, or as a contractual right of Optionee to continue in the
employ of, the Company, or as a limitation of the right of the Company to
discharge the Optionee at any time with or without cause or notice.

     8.  No Rights as a Stockholder. The Optionee shall not have any of the
rights of a stockholder with respect to the shares of Stock that may be issued
upon the exercise of the Option until such shares of Stock have been issued to
him or her upon the due exercise of the Option. No adjustment shall be made for
dividends or distributions or other rights for which the record date is before
the date such certificate or certificates are issued.

     9.  Nonstatutory Nature of the Option. The Optionee acknowledges that, upon
exercise of this Option, the Optionee will recognize taxable income in an amount
equal to the excess of the then Fair Market Value of the shares over the Strike
Price and must comply with the provisions of Section 10 of this Agreement with
respect to any tax withholding obligations that arise as a result of such
exercise.

     10. Withholding of Taxes. At the time the NSO Option is exercised, in
whole or in part, or at any time thereafter as requested by the Company, the
Optionee hereby authorizes withholding from payroll or any other payment of any
kind due the Optionee and otherwise agrees to make adequate provision for
foreign, federal, state, and local taxes required by law to be withheld, if any,
which arise in connection with the Option. The Company may require the Optionee
to make a cash payment to cover any withholding tax obligation as a condition of
exercise of the Option. If the Optionee does not make such payment when
requested, the Company may refuse to issue any Stock certificate under the Plan
until arrangements satisfactory to the Administrator for such

                                       16
<PAGE>
payment have been made. The Administrator may, in its sole discretion, permit
the Optionee to satisfy, in whole or in part, any withholding tax obligation
which may arise in connection with the Option either by electing to have the
Company withhold from the shares to be issued upon exercise that number of
shares, or by electing to deliver to the Company already-owned shares, in either
case having a Fair Market Value equal to the amount necessary to satisfy the
statutory minimum withholding amount due.

     11.  The Company's Rights. The existence of this Option shall not affect in
any way the right or power of the Company or its stockholders to make or
authorize any or all adjustments, recapitalizations, reorganizations, or other
changes in the Company's capital structure or its business, or any merger or
consolidation of the Company, or any issue of bonds, debentures, preferred, or
other stocks with preference ahead of or convertible into, or otherwise
affecting the Stock or the rights thereof, or the dissolution or liquidation of
the Company, or any sale or transfer of all or any part of the Company's assets
or business, or any other corporate act or proceeding, whether of a similar
character or otherwise.

     12.  Optionee. Whenever the word "Optionee" is used in any provision of
this Agreement under circumstances where the provision should logically be
construed, as determined by the Administrator, to apply to the estate, personal
representative, or beneficiary to whom this Option may be transferred by will or
by the laws of descent and distribution, the word "Optionee" shall be deemed to
include such person.

     13.  Nontransferability of Option. This Option is nontransferable otherwise
than by will or the laws of descent and distribution and during the lifetime of
the Optionee, the Option may be exercised only by the Optionee or, during the
period the Optionee is under a legal disability, by the Optionee's guardian or
legal representative. Except as provided above, the Option may not be assigned,
transferred, pledged, hypothecated, or disposed of in any way (whether by
operation of law or otherwise) and shall not be subject to execution,
attachment, or similar process.

     14.  Notices. All notices and other communications made or given pursuant
to this Agreement shall be in writing and shall be sufficiently made or given if
hand-delivered or mailed by certified mail, addressed to the Optionee at the
address contained in the records of the Company, or addressed to the
Administrator, care of the Company for the attention of its Corporate Secretary
at its principal office or, if the receiving party consents in advance,
transmitted and received via telecopy or via such other electronic transmission
mechanism as may be available to the parties.

     15.  Entire Agreement. This Agreement contains the entire agreement between
the parties with respect to the stock option granted hereunder. Any oral or
written agreements, representations, warranties, written inducements, or other
communications made before the execution of this Agreement with respect to the
stock option granted hereunder shall be void and ineffective for all purposes.

     16.  Amendment. This Agreement may not be modified, except as provided in
the Plan or in a written document signed by each of the parties hereto.

     17.  Conformity with Plan. This Agreement is intended to conform in all
respects with, and is subject to all applicable provisions of, the Plan, which
is incorporated herein by reference. Inconsistencies between this Agreement and
the Plan shall be resolved in accordance with the terms of the Plan. In the
event of any ambiguity in this Agreement or any matters as to which this
Agreement is silent, the Plan shall govern. A copy of the Plan is available upon
request to the Administrator.

                                       17
<PAGE>
     18.  Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey, other than the conflict of
laws principles thereof. All actions to enforce or interpret this Agreement
shall be brought in an exclusive forum in New Jersey determined by the
Administrator.

     19.  Headings. The headings in this Agreement are for reference purposes
only and shall not affect the meaning or interpretation of this Agreement.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly authorized officer as of the date first above written.


                                            CDKNET.COM, INC.

                                            By: ________________________

                                                 ______, President



The undersigned hereby acknowledges that he/she has carefully read this
Agreement and the Plan and agrees to be bound by all of the provisions set forth
in such documents.


WITNESS:                                    OPTIONEE:

----------------------------                ----------------------------

                                            Date: As of _________, 200__











                                       18
<PAGE>

                                    EXHIBIT 1
                                    ---------
                        NOTICE OF GRANT OF STOCK OPTIONS
                        --------------------------------





OPTIONEE:                                _____________________

GRANT DATE:                              ______________, 200__

NUMBER OF SHARES SUBJECT

TO THE OPTION:                           _____________ (NSOS)



STRIKE PRICE PER SHARE:                  $___

VESTING:                                 ____________________

                                         ____________________

EXPIRATION DATE:                         ____________________















                                       19
<PAGE>
                                    EXHIBIT 2
                                    ---------
                           FORM OF NOTICE OF EXERCISE
                           --------------------------


Administrator of 2004 Stock Option and Restricted Stock Plan
c/o Office of the Corporate Secretary
CDKnet.com, Inc.
_______________________

_______________________

Gentlemen:

     I hereby exercise the Stock Option granted to me on ____________________,
200__, by CDKnet.com, Inc. (the "Company"), subject to all the terms and
provisions thereof and of the CDKnet.com, Inc. 20__ Stock Option and Restricted
Stock Plan (the "Plan"), and notify you of my desire to purchase ____________
shares of Common Stock of the Company at a price of $___________ per share
pursuant to the exercise of said Option. This will confirm my understanding with
respect to the shares to be issued to me by reason of this exercise of the
Option (the shares to be issued pursuant hereto shall be collectively referred
to hereinafter as the "Shares"), unless such exercise occurs after a
registration statement is filed and effective, as follows:

          (a) I am acquiring the Shares for my own account for investment with
no present intention of dividing my interest with others or of reselling or
otherwise disposing of any of the Shares.

          (b) The Shares are being issued without registration under the
Securities Act of 1933, as amended (the "Act"), in reliance upon one or more
exemptions contained in the Act, and such reliance is based in part on the above
representation.

          (c) The certificates for the Shares to be issued to me will bear a
legend substantially as follows:

          "The securities represented by this stock certificate have not been
registered under the Securities Act of 1933 (the "Act") or applicable state
securities laws (the "State Acts"), and shall not be sold, pledged,
hypothecated, donated, or otherwise transferred (whether or not for
consideration) by the holder except upon the issuance to the Company of a
favorable opinion of its counsel and/or submission to the Company of such other
evidence as may be satisfactory to counsel for the Company, to the effect that
any such transfer shall not be in violation of the Act and the State Acts.

          "The shares of stock represented by this certificate are subject to
restrictions on transfer and an option to purchase set forth in a certain Stock
Restriction Agreement between the Company and the registered owner of this
certificate (or his predecessor in interest), and no transfer of such shares may
be made without compliance with that Agreement. A copy of that Agreement is
available for inspection at the office of the Company upon appropriate request
and without charge."

Appropriate stop transfer instructions will be issued by the issuer to its
transfer agent.

          (d) Since the Shares have not been registered under the Act, they must
be held indefinitely until an exemption from the registration requirements of
the Act is available or they

                                       20
<PAGE>
are subsequently registered, in which event the representation in Paragraph (a)
hereof shall terminate. As a condition to any transfer of the shares, I
understand that the issuer will require an opinion of counsel satisfactory to
the issuer to the effect that such transfer does not require registration under
the Act or any state securities law.

          (e) The issuer is not obligated to comply with the registration
requirements of the Act or with the requirements for an exemption under
Regulation A or Regulation D under the Act for my benefit.

          I am a party to a Stock Restriction Agreement with the Issuer,
pursuant to which I have agreed to certain restrictions on the transferability
of the Shares and other matters relating thereto.

Total Amount Enclosed: $__________

Date:________________________               ____________________________________
                                            (Optionee)

                                            CDKnet.com, Inc.

                                            By: ________________________________

                                            _________ President












                                       21
<PAGE>
                                    EXHIBIT B
                                    ---------
                       FORM OF STOCK RESTRICTION AGREEMENT
                       -----------------------------------

This Stock Subscription, Restriction, and Repurchase Agreement (the "Agreement")
is made as of this ____ day of __________, 200___ by and between CDKnet.com,
Inc., a Delaware corporation (the "Company"), and ______________ ("Stockholder",
which term includes his heirs, executors, guardians, success and assigns).

     The Stockholder desires to purchase shares of Common Stock of the Company
and the Company desires to sell shares of the Company's common stock, no par
value (the "Common Stock") to the Stockholder on the terms and subject to the
conditions set forth in this Agreement.

     The parties therefore agree as follows:

I.   PURCHASE AND SALE OF STOCK.

     1.1. Purchase and Sale of Stock. Subject to the terms and conditions of
this Agreement, the Company shall sell to Stockholder, and Stockholder shall
purchase from the Company, ________________ (______) shares of Common Stock
("Purchased Shares") at a price of $______ per share for an aggregate purchase
price of $________ ("Purchase Price").

     1.2. Payment. Concurrently with the delivery of this Agreement to the
Secretary of the Company, the Stockholder shall pay the Purchase Price by
delivering to the Company at the time of execution of this Agreement, at the
Company's election, either: (a) a check or cash in the amount of the Purchase
Price; (b) an executed non-negotiable promissory note to the Company in the
principal amount of the Purchase Price, payable as follows: (x) interest only on
December 31 of each year at the annual interest rate of __% and (y) a balloon
payment of principal and interest _____ years from the date hereof accelerated
upon the closing of a transaction resulting in a Change of Control; No-Cash
Exercise in the manner described in the Option Agreement; or (d) such other
manner of payment as shall be determined by the Administrator. The Stockholder
shall deliver whatever additional documents may be required by the Company,
including the Assignment Separate from Certificate attached hereto a Exhibit A.

II.  SECTION 83(B) ELECTION. Stockholder understands that Section 83(a) of the
Internal Revenue Code of 1986, as amended (the "Code") taxes as ordinary income
the difference between the amount paid for the Purchased Shares and the fair
market value of the Purchased Shares the earlier of (x) the date such shares
become freely transferable (as defined by the relevant provisions of Code
Section 83) or (y) the date the shares become substantially vested. In this
context, the Purchased Shares become "substantially vested" as determined by the
rights, or lack of rights, of the Company to buy back the Purchased Shares under
the vesting or repurchase schedule set forth in Section IV of this Agreement.
Stockholder understands that he may elect to be taxed at the time the Purchased
Shares are acquired rather than when and as such Purchased Shares vest or are no
longer subject to repurchase by filing an election under Section 83(b) of the
Code with the Internal Revenue Service within thirty (30) days from the date of
purchase. Even if the fair market value of the Purchased Shares equals the
amount paid (and thus no tax is payable), the election may be made to eliminate
ordinary compensation income tax consequences in the future. Stockholder
understands that failure to make this filing within the thirty- (30-) day period
will result in the recognition of ordinary income by the Stockholder as vesting
or the lapse of repurchase rights occurs, determined with reference to the value
of the Purchased Shares as of the date of vesting (i.e. the date the Company's
repurchase rights lapse). STOCKHOLDER

                                       22
<PAGE>
ACKNOWLEDGES THAT IT IS STOCKHOLDER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S
TO TIMELY FILE THE ELECTION UNDER SECTION 83(b), EVEN IF STOCKHOLDER REQUESTS
THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.

III. TRANSFER RESTRICTIONS.

     3.1. Restriction on Transfer. Stockholder shall not transfer, assign,
pledge, encumber, or otherwise dispose of any of the Purchased Shares which are
subject to the Company's rights under Article IV. Such restrictions on transfer
set forth in Article V, however, shall not be applicable to (i) a gratuitous
transfer of the Purchased Shares made to the Stockholder's spouse, parents,
siblings, or issue, including adopted children, or to a trust for the exclusive
benefit of the Stockholder or the Stockholder's spouse, parents, siblings, or
issue, including adopted children, or (ii) a transfer of title to the Purchased
Shares effected pursuant to the Stockholder's will or the laws of intestate
succession.

     3.2. Transferee Obligations. Each person (other than the Company) to whom
the Purchased Shares are transferred by means of one of the permitted transfers
specified in Section 3.1 must, as a condition precedent to the validity of such
transfer, acknowledge in writing to the Company that such person is bound by the
provisions of this Agreement and that the transferred shares are subject to the
Company's repurchase and first refusal rights granted hereunder and the market
standoff obligations set forth in Article VIII, to the same extent such shares
would be so subject if retained by the Stockholder.

     3.3. Definition of Owner. For purposes of Articles IV and V of this
Agreement, the term "Owner", "Sell", "Stockholder" and terms of similar import
shall include the Stockholder and all subsequent holders of the Purchased Shares
who derive their chain of ownership through a permitted transfer from the
Stockholder in accordance with Section 3.1.

IV.  REPURCHASE RIGHT.

     4.1. Grant. The Company is hereby granted the right (the "Repurchase
Right") exercisable at any time during the one hundred eighty- (180-) day period
following the date Stockholder ceases to be a Service Provider (as defined
herein) to the Company before the date which there are no Unvested Shares for
any reason, to repurchase, at the price originally paid by the Stockholder for
the shares (the "Purchase Price") all or any portion of the Purchased Shares in
which the Stockholder has not acquired a vested interest in accordance with the
vesting provisions of Section 4.3 (such shares to be hereinafter called the
"Unvested Shares"). The Repurchase Right applies to the Unvested Shares
regardless of whether the Stockholder owns such Shares or they have been
transferred to anyone else. For purposes of this Agreement, the Stockholder
shall be deemed to be a Service Provider to the Company for so long as the
Stockholder renders periodic services to the Company or one or more of its
parent or subsidiary corporations as either an employee, a non-employee member
of the Board of Directors, or an independent non-employee consultant as
determined by and in the sole discretion of the Board of Directors of the
Company. The one hundred eighty- (180-) day period during which the Company's
Repurchase Right must be exercised under this Section 4.1 shall be suspended
during any period the Stockholder is on an approved leave of absence. Should the
Stockholder fail to return to full-time employment with the Company before the
expiration date of the approved leave, then the Company shall have a period of
one hundred eighty (180) days following such

                                       23
<PAGE>
expiration date in which to exercise the Repurchase Right with respect to any or
all Purchased Shares which were Unvested Shares at the time the approved leave
commences.

     4.2. Exercise of the Repurchase Right. The Repurchase Right shall be
exercisable by written notice delivered to the Owner of the Unvested Shares
before the expiration of the applicable one hundred eighty- (180-) day period
specified in Section 4.1. The notice shall indicate the number of Unvested
Shares to be repurchased and the date on which the repurchase is to be effected,
such date to be not more than thirty (30) days after the date of notice. The
Company shall pay to Owner in cash or cash equivalents (including the
cancellation of any purchase money indebtedness) an amount equal to the Purchase
Price previously paid for the Unvested Shares which are to be repurchased.

     4.3. Termination of the Repurchase Right. The Repurchase Right shall
terminate with respect to any Unvested Shares for which it is not timely
exercised under Section 4.2. In addition, the Repurchase Right shall terminate,
and cease to be exercisable and shall be null and void, with respect to any and
all Purchased Shares in which the Stockholder vests in accordance with the
schedule below. Accordingly, the Stockholder shall acquire a vested interest in,
and the Repurchase Right shall lapse with respect to and be null and void with
respect to, the Purchased Shares in accordance with the following provisions:

          (i) The Stockholder shall immediately acquire a vested interest in,
and the Repurchase Right shall lapse and be null and void with respect to,
_________ percent (__%) of the Purchased Shares.

          (ii) From and after __________, 200__, the Stockholder shall acquire a
vested interest in, and the Repurchase Right shall lapse with respect to, an
additional ___% of the Purchased Shares (for a total vested interest, and
lapsing of the Repurchase Right in and to __% of the Purchased Shares), but in
no event shall there be counted or include in such computation any period of
time occurring after the date the Stockholder ceases to be a Service Provider to
the Company if he is terminated for Cause or if he voluntarily quits without
Good Reason.

          (iii)From and after _______, 200__, the Stockholder shall acquire a
vested interest in, and the Repurchase Right shall lapse with respect to, an
additional ___% of the Purchased Shares (for a total vested interest, and
lapsing of the Repurchase Right in and to ___% of the Purchased Shares), but in
no event shall there be counted or include in such computation any period of
time occurring after the date the Stockholder ceases to be a Service Provider to
the Company if he is terminated for Cause or if he voluntarily quits without
Good Reason.

          (iv) From and after ____________, 200__, the Stockholder shall acquire
a vested interest in, and the Repurchase Right shall lapse with respect to, an
additional ___% of the Purchased Shares (for a total vested interest, and
lapsing of the Repurchase Right in and to 100% of the Purchased Shares).

          (v) Accordingly, the Repurchase Right shall lapse in its entirety, and
cease to be exercisable to any extent whatsoever, upon the expiration of the
three- (3-) year period ending ___________, 200__, provided Stockholder
continues to be a Service Provider to the Company throughout such period and is
not terminated for Cause or does not voluntarily quit without Good Reason. All
Purchased Shares as to which the Repurchase Right lapses shall, however,
continue to be subject to (i) the right of first refusal and take-along rights
of the Company and its assignees

                                       24
<PAGE>
under Article V; (ii) the market standoff provisions of Section 7.1; and (iii)
the repurchase provisions of Article VIII.

     4.4. Fractional Shares. No fractional shares shall be repurchased by the
Company. Accordingly, should the Repurchase Right extend to a fractional share
(in accordance with the vesting computation provisions of Section 4.3) at the
time the Stockholder ceases to be a Service Provider to the Company, then such
fractional share shall be added to any fractional share in which the Stockholder
is at such time vested in order to make one whole vested share no longer subject
to the Repurchase Right.

     4.5. Additional Shares or Substituted Securities. In the event of any
stock dividend, stock split, recapitalization, or other transaction affecting
the Company's outstanding Common Stock as a class without receipt of
consideration, then any new, substituted, or additional securities or other
property (including money paid other than an as a regular cash dividend) which
is by reason of any such transaction distributed with respect to the Purchased
Shares shall be immediately subject to the Repurchase Right, but only to the
extent the Purchased Shares are at the time covered by such right. Appropriate
adjustments to reflect the distribution of such securities or property shall be
made to the number of Purchased Shares for all purposes relating to the
Repurchase Right, and any property or money (other than regular cash dividends)
distributed with respect to the Purchased Shares covered by the Repurchase Right
shall be delivered to the Company (or its successor) to be held in escrow under
Article VI. Appropriate adjustments shall also be made to the price per share to
be paid upon the exercise of the Repurchase Right to reflect the effect of any
such transaction upon the Company's capital structure; provided, however, that
the aggregate purchase price shall remain substantially the same.

     4.6. Special Termination of Repurchase Right. Notwithstanding anything
contained in this Agreement to the contrary, the Repurchase Right shall be
terminated, fully lapsed, null and void, and all Shares shall be Vested Shares,
upon the first to occur of a Change in Control, the Stockholder's termination by
the Company for Good Reason, or the Stockholder's termination by the Company
without Cause.

          (a) A "Change of Control" shall be:

              (i) A merger or acquisition in which the Company is not the
surviving entity, except for a transaction the principal purpose of which is to
change the State in which the Company is incorporated;

              (ii) The sale, transfer, or other disposition of all or
substantially all of assets of the Company; or

              (iii)Any other corporate reorganization or business combination in
which fifty percent (50%) or more of the outstanding voting stock of the Company
is transferred to different holders in a single transaction of the Company or a
series of related transactions, then the Repurchase Right shall lapse and all
Shares have become 100% vested and there shall be no more Unvested Shares.

          (b) "Good Reason" shall mean the term as defined in Stockholder's
Employment Agreement and, if no such written agreement is then in effect, then
any one or more of the following actions taken by the Company without the
written consent of the Stockholder as reasonably determined by the Company: (i)
the assignment to the Stockholder of any duties, or

                                       25
<PAGE>
any limitation of the Stockholder's responsibilities, that is a substantial
reduction of the Stockholder's positions, duties, responsibilities, and status
with the Company immediately before the date of the Change of Control; (ii) the
relocation of the principal place of the Stockholder's employment to a location
that is more than twenty (20) miles from the Stockholder's principal place of
employment immediately before the date of the Change of Control, or the
imposition of travel requirements substantially more demanding of the
Stockholder than such travel requirements existing immediately before the date
of the Change of Control; (iii) any failure by the Company to pay, or any
reduction by the Company of: (1) the Stockholder's base salary in effect
immediately before the date of the Change of Control, or (2) the Stockholder's
target bonus compensation, if any, in effect immediately before the date of the
Change of Control (subject to applicable performance requirements, that may be
established by the Company, with respect to the actual amount of bonus
compensation earned by the Stockholder) unless reductions comparable in target
percentage (of annual base salary) are concurrently made for all other employees
of the Company with responsibilities, organizational level, and title comparable
to the Stockholder's); or (iv) any failure by the Company to continue to provide
the Stockholder with the opportunity to participate, on terms no less favorable
than those in effect for the benefit of any employee or service provider group
which customarily includes a person holding the employment or service provider
position or a comparable position with the Company then held by the Stockholder,
in any benefit or compensation plans and programs, including, but not limited
to, the Company's life, disability, health, dental, medical, savings, profit
sharing, stock purchase, and retirement plans, if any, in which the Stockholder
was participating immediately before the date of the Change of Control, or their
equivalent.

          (c) "Cause" shall mean the term as defined in Stockholder's Employment
Agreement and if no written agreement is in existence, then with respect to the
termination of Stockholder's employment by the Company, shall mean (i) the
conviction (or a plea of nolo contendere plea in lieu thereof) by Stockholder of
an act of fraud, embezzlement, or willful breach of a fiduciary duty to the
Company (including the unauthorized disclosure of confidential or proprietary
material information of the Company); (ii) the willful commission by Stockholder
of a material breach of any covenant, provision, term, or condition contained in
this Agreement; (iii) any criminal liability of the Company substantially caused
by the conduct of the Stockholder; or (iv) any habitual absenteeism, gross
negligence, bad faith, or willful misconduct by Stockholder in the performance
of his duties which such conduct results in a material detriment to the Company.
Cause shall be determined by the Company, which determination shall be final and
binding on the Stockholder. The Company shall provide Employee with thirty (30)
days' prior written notice and opportunity to cure any alleged act of Cause
under clause (ii) or (iv), unless in the Company's reasonable judgment, such
notice and opportunity to cure would subject the Company to considerable legal
or monetary exposure or risk.

     4.7. Restrictive Legend. Until the Stockholder's interest in the Purchased
Shares vests in accordance with the provisions of Section 4.3, each certificate
representing Unvested Shares shall bear the following restrictive legend:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO REPURCHASE BY THE
COMPANY PURSUANT TO THE PROVISIONS OF THE STOCK SUBSCRIPTION, RESTRICTION, AND
REPURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE
SECURITIES (OR HIS OR HER PREDECESSOR IN INTEREST). SUCH AGREEMENT GRANTS
CERTAIN REPURCHASE RIGHTS TO THE COMPANY IF THE REGISTERED HOLDER (OR HIS OR HER
PREDECESSOR IN INTEREST) CEASES TO PROVIDE SERVICES TO THE COMPANY. A COPY OF
SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY."

                                       26
<PAGE>
V.   ESCROW.

     5.1. Deposit. Upon issuance, the certificates for the Purchased Shares
shall be deposited in escrow with the Secretary of the Company to be held in
accordance with the provisions of this Article V. Each deposited certificate
shall be accompanied by an Assignment Separate from Certificate properly
endorsed by the Owner of the Purchased Shares. The deposited certificates,
together with any other assets or securities from time to time deposited with
the Company pursuant to the requirements of this Agreement, shall remain in
escrow until such time or times as the certificates (or other assets and
securities) are to be released or otherwise surrendered for cancellation in
accordance with Section 5.4.

     5.2. Rights of Stockholder. Subject to the terms hereof, Stockholder shall
have all the rights of a stockholder with respect to the Purchased Shares while
such Shares are held in escrow and subject to the Repurchase Right, including
without limitation the right to vote the Purchased Shares and receive any
dividends declared thereon.

     5.3. Recapitalization. All regular cash dividends on the Purchased Shares
(or other securities) shall be paid directly to the Owner and shall not be held
in escrow. However, if any stock dividend, stock split, recapitalization or
other transaction affecting the Company's outstanding securities is effected
without receipt of consideration, then any new, substituted, or additional
securities or other property which is by reason of such transaction distributed
with respect to the Purchased Shares shall be immediately subject to the
provisions of Sections 4.5 and 4.6, the Company's first refusal, and escrow
rights under Articles V and VI, but only to the extent the Purchased Shares are
at the time covered by such rights.

     5.4. Release/Surrender. The Purchased Shares, together with any other
assets or securities held in escrow hereunder, shall be subject to the following
terms and conditions relating to their release from escrow or their surrender to
the Company for repurchase and cancellation:

          (i) Should the Company (or its assignees) elect to exercise the
Repurchase Right under Article IV with respect to any Unvested Shares, then the
escrowed stock certificates for such Unvested Shares (together with any other
assets or securities issued with respect thereto) shall be canceled concurrently
with the payment to the Owner, in cash or cash equivalents (including the
cancellation of any purchase money indebtedness), of an amount equal to the
aggregate Purchase Price for such Unvested Shares along with a stock certificate
representing any Vested Shares previously held in Escrow, if any. The Owner
shall cease to have any further rights or claims with respect to such Unvested
Shares (or other assets or securities).

          (ii) As the interest of the Stockholder in the Purchased Shares (or
any other assets or securities issued with respect thereto) vests in accordance
with the provisions of Article V, the stock certificates for such vested shares
(as well as all other vested assets and securities) shall be released from
escrow and delivered to the Owner in accordance with the following schedule:

              1. Releases of vested shares shall occur 30 days after vesting.

                                       27
<PAGE>
              2. Upon the Stockholder's cessation of Service Provider status,
any escrowed Purchased Shares (or other assets or securities) in which the
Stockholder is at the time vested shall be promptly released from escrow to the
Stockholder.

              3. Upon any earlier termination of the Company's Repurchase Right
in accordance with the applicable provisions of Article IV, the Purchased Shares
(or other assets or securities) at the time held in escrow hereunder shall
promptly be released to the Owner as they become fully vested.

          (iii)Notwithstanding the other provisions of this Article V, no
Purchased Shares shall be released for which there remains an unpaid principal
balance on any Note used to purchase such shares, except, however, as
specifically provided in a stock pledge agreement securing such obligations.

VI.  GENERAL PROVISIONS.

     6.1. Assignment. The Company may assign its rights under Article V and/or
Article VIII to any person or entity selected by the Company's Board of
Directors including (without limitation) one or more stockholders of the
Company.

     6.2. Definitions. For purposes of this Agreement, the following provisions
shall apply in determining the parent and subsidiary corporations of the
Company:

          (i) Any corporation (other than the Company) in an unbroken chain of
corporations ending with the Company shall be considered to be a parent
corporation of the Company, provided each such corporation in the unbroken chain
(other than the Company) 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.

          (ii) Each corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company shall be considered to be a subsidiary
of the Company, provided each such 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.

     6.3. No Employment or Service Contract. Nothing in this Agreement shall
confer upon the Stockholder any right to continue in the service of the Company
(or any parent or subsidiary corporation of the Company employing or retaining
Stockholder) for any period of specific duration or interfere with or otherwise
restrict in any way the rights of the Company (or any parent or subsidiary
corporation of the Company employing or retaining Stockholder) or the
Stockholder, which rights are hereby expressly reserved by each, to terminate
the Service Provider status at any time for any reason whatsoever, with or
without cause, except as otherwise provided in any written Employment Agreement
with Stockholder.

     6.4. Notices. Any notice required in connection with (i) the Company's
rights under Articles IV, V or VIII or (ii) the disposition of any Purchased
Shares covered thereby shall be given in writing and shall be deemed effective
upon personal delivery or upon deposit in the United States mail, registered or
certified, postage prepaid and 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

                                       28
<PAGE>
address as such party may designate by ten (10) days' advance written notice
under this Section 8.4 to all other parties to this Agreement.

     6.5. No Waiver. The failure of the Company (or its assignees) in any
instance to exercise the rights granted under Article IV through VIII shall not
constitute a waiver of any other repurchase rights and/or rights of first
refusal that may subsequently arise under the provisions of this Agreement or
any other agreement between the Company and the Stockholder. 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.

     6.6. Cancellation of Shares. If the Company (or its assignees) shall make
available, at the time and place and in the amount and form provided in this
Agreement, the consideration for the Purchased Shares to be repurchased in
accordance with provisions of this Agreement, then from and after such time, the
person from whom such shares are to be repurchased shall no longer have any
rights as a holder of such shares (other than the right to receive payment of
such consideration in accordance with this Agreement), and such shares shall be
deemed purchased in accordance with the applicable provisions hereof and the
Company (or its assignees) shall be deemed the owner and holder of such shares,
whether or not the certificates therefor have been delivered as required as
required by this Agreement.

VII. MISCELLANEOUS PROVISIONS.

     7.1  Stockholder Undertaking. Stockholder hereby agrees to take additional
action and execute whatever additional documents the Company may in its judgment
deem necessary or advisable to carry out or effect one or more of the
obligations or restrictions imposed on either the Stockholder or the Purchased
Shares pursuant to the express provisions of this Agreement.

     7.2  Agreement Is Entire Contract. This Agreement constitutes the entire
contract between the parties hereto with regard to the subject matter hereof and
supersedes any prior understandings whether written or oral regarding the same.

     7.3  Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New Jersey, as such laws are applied
to contracts entered into and performed in such State, without regard to
conflicts-of-law principles. The Company shall have the right to choose the
exclusive forum to interpret or enforce this Agreement provided that forum shall
be within the State of New Jersey.

     7.4  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.

     7.5  Successors and Assigns. The provisions of this Agreement shall inure
to the benefit of, and be binding upon, the Company and its successors and
assigns and the Stockholder and the Stockholder's legal representatives, heirs,
legatees, distributees, assigns and transferees by operation of law, 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 and conditions hereof.

     7.6  Amendments and Waivers. This Agreement represents the entire
understanding of the parties with respect to the subject matter hereof and
supersedes all previous understandings, written or oral. This Agreement may only
be amended with the written consent of the parties

                                       29
<PAGE>
hereto or the successors or assigns of the foregoing, and no oral waiver or
amendment shall be effective under any circumstances whatsoever.

     7.7  Power of Attorney. Stockholder's spouse hereby appoints Stockholder
his or her true and lawful attorney in fact, for him or her and in his or her
name, place, and stead and for his or her use and benefit, to agree to any
amendment or modification of this Agreement and to execute such further
instruments and take such further actions as may reasonably be necessary to
carry out the intent of this Agreement. Stockholder's spouse further gives and
grants unto Stockholder as his or her attorney in fact full power and authority
to do and perform every act necessary and proper to be done in the exercise of
any of the foregoing powers as fully as he or she might or could do if
personally present, with full power of substitution and revocation, hereby
ratifying and confirming all that Stockholder shall lawfully do and cause to be
done by virtue of this power of attorney.

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

                                            CDKNET.COM, INC.

                                            By: ________________________

                                            Its: _____ President

                                            ____________________________

                                            ____________________________

                                            Address:____________________

                                            ____________________________








                                       30
<PAGE>

                                    EXHIBIT A
                                    ---------

                      ASSIGNMENT SEPARATE FROM CERTIFICATE
                      ------------------------------------

     FOR VALUE RECEIVED, I , __________________, hereby sell, assign, and
transfer unto CDKnet.com, Inc. ______ shares of ______________________,Inc. (the
"Company"), standing in my name on the books of said corporation represented by
Certificate No. ______ herewith and do hereby irrevocably constitute and appoint
the Company to transfer said stock on the books of the within-named corporation
with full power of substitution in the premises.


      Dated: ________ ____, 200__

                                              Signature:


                                              ------------------------------

















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