Exhibit 10.02

                                 INSTANET, INC.

                             2001 STOCK OPTION PLAN


                      Article I. Establishment and Purpose
                      ------------------------------------

     1.1 Establishment. Instanet, Inc., a Nevada corporation (the "Company"),
hereby establishes a stock option plan for officers, directors, employees and
consultants who provide services to the Company, as described herein, which
shall be known as the 2001 Stock Option Plan (the "Plan"). It is intended that
certain of the options issued under the Plan to employees of the Company shall
constitute "Incentive Stock Options" within the meaning of section 422A of the
Internal Revenue Code ("Code"), and that other options issued under the Plan
shall constitute "Nonstatutory Options" under the Code. The Board of Directors
of the Company (the "Board") shall determine which options are to be Incentive
Stock Options and which are to be Nonstatutory Options and shall enter into
option agreements with recipients accordingly.

     1.2 Purpose. The purpose of this Plan is to enhance the Company's
stockholder value and financial performance by attracting, retaining and
motivating the Company's officers, directors, key employees and consultants and
to encourage stock ownership by such individuals by providing them with a means
to acquire a proprietary interest in the Company's success through stock
ownership.

                             Article II. Definitions
                             -----------------------

     2.1 Definitions. Whenever used herein, the following capitalized terms
shall have the meanings set forth below, unless the context clearly requires
otherwise.

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

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

     (c) "Committee" shall mean the Committee provided for by Article IV hereof.

     (d) "Company" means Instanet, Inc., a Nevada corporation.

     (e) "Consultant" means any person or entity, including an officer or
     director of the Company who provides services (other than as an Employee)
     to the Company and shall include a Nonemployee Director, as defined below.

     (f) "Date of Exercise" means the date the Company receives notice, by an
     Optionee, of the exercise of an Option pursuant to section 8.1 of the Plan.
     Such notice shall indicate the number of shares of Stock the Optionee
     intends to exercise.

     (g) "Employee" means any person, including an officer or director of the
     Company who is employed by the Company.

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     (h) "Fair Market Value" means the fair market value of Stock upon which an
     Option is granted under this Plan.

     (i) "Incentive Stock Option" means an Option granted under this Plan which
     is intended to qualify as an "incentive stock option" within the meaning of
     section 422A of the Code.

     (j) "Nonemployee Director" means a member of the Board who is not an
     employee of the Company at the time an Option is granted hereunder.

     (k) "Nonstatutory Option" means an Option granted under the Plan which is
     not intended to qualify as an Incentive Stock Option within the meaning of
     section 422A of the Code. Nonstatutory Options may be granted at such times
     and subject to such restrictions as the Board shall determine without
     conforming to the statutory rules of section 422A of the Code applicable to
     Incentive Stock Options.

     (l) "Option" means the right, granted under the Plan, to purchase Stock of
     the Company at the option price for a specified period of time. For
     purposes of this Plan, an Option may be either an Incentive Stock Option or
     a Nonstatutory Option.

     (m) "Optionee" means an Employee or Consultant holding an Option under the
     Plan.

     (n) "Parent Corporation" shall have the meaning set forth in section 425(e)
     of the Code with the Company being treated as the employer corporation for
     purposes of this definition.

     (o) "Significant Shareholder" means an individual who, within the meaning
     of section 422A(b)(6) of the Code, owns securities possessing more than ten
     percent of the total combined voting power of all classes of securities of
     the Company. In determining whether an individual is a Significant
     Shareholder, an individual shall be treated as owning securities owned by
     certain relatives of the individual and certain securities owned by
     corporations in which the individual is a shareholder; partnerships in
     which the individual is a partner; and estates or trusts of which the
     individual is a beneficiary, all as provided in section 425(d) of the Code.

     (p) "Stock" means the $0.001 par value common stock of the Company.

     2.2 Gender and Number. Except when otherwise indicated by the context, any
masculine terminology when used in this Plan also shall include the feminine
gender, and the definition of any term herein in the singular also shall include
the plural.

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                   Article III. Eligibility and Participation
                   ------------------------------------------

     3.1 Eligibility and Participation. All Employees are eligible to
participate in this Plan and receive Incentive Stock Options and/or Nonstatutory
Options hereunder. All Consultants are eligible to participate in this Plan and
receive Nonstatutory Options hereunder. Optionees in the Plan shall be selected
by the Board from among those Employees and Consultants who, in the opinion of
the Board, are in a position to contribute materially to the Company's continued
growth and development and to its long-term financial success.

                           Article IV. Administration
                           --------------------------

     4.1 Administration. The Board shall be responsible for administering the
Plan.

     The Board is authorized to interpret the Plan; to prescribe, amend, and
rescind rules and regulations relating to the Plan; to provide for conditions
and assurances deemed necessary or advisable to protect the interests of the
Company; and to make all other determinations necessary or advisable for the
administration of the Plan, but only to the extent not contrary to the express
provisions of the Plan. Determinations, interpretations or other actions made or
taken by the Board, pursuant to the provisions of this Plan, shall be final and
binding and conclusive for all purposes and upon all persons.

     The Plan shall be administered by the Board until the Board establishes a
Compensation Committee of the Board (the "Committee") which will be an executive
committee of the Board, consisting of not less than three (3) members of the
Board, at least two of whom are not executive officers or salaried employees of
the Company. The members of the Committee may be directors who are eligible to
receive Options under the Plan, but Options may be granted to such persons only
by action of the full Board and not by action of the Committee. The Committee
shall have full power and authority, subject to the limitations of the Plan and
any limitations imposed by the Board, to construe, interpret and administer the
Plan and to make determinations which shall be final, conclusive and binding
upon all persons, including, without limitation, the Company, the stockholders,
the directors and any persons having any interests in any Options which may be
granted under the Plan, and, by resolution or resolution providing for the
creation and issuance of any such Option, to fix the terms upon which, the time
or times at or within which, and the price or prices at which any Stock may be
purchased from the Company upon the exercise of Options, which terms, time or
times and price or prices shall, in every case, be set forth or incorporated by
reference in the instrument or instruments evidencing such Option, and shall be
consistent with the provisions of the Plan.

     The Board may from time to time remove members from or add members to, the
Committee. The Board may terminate the Committee at any time. Vacancies on the
Committee, howsoever caused, shall be filled by the Board. The Committee shall
select one of its members as Chairman, and shall hold meetings at such times and
places as the Chairman may determine. A majority of the Committee at which a
quorum is present, or acts reduced to or approved in writing by all of the

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members of the Committee, shall be the valid acts of the Committee. A quorum
shall consist of two- thirds (2/3) of the members of the Committee.

     Where the Committee has been created by the Board, references herein to
actions to be taken by the Board shall be deemed to refer to the Committee as
well, except where limited by the Plan or the Board.

     The Board shall have all of the enumerated powers of the Committee but
shall not be limited to such powers. No member of the Board or the Committee
shall be liable for any action or determination made in good faith with respect
to the Plan or any Option granted under it.

     4.2 Special Provisions for Grants to Officers or Directors. Rule 16b-3
under the Securities and Exchange Act of 1934 (the "Act") provides that the
grant of a stock option to a director or officer of a company subject to the Act
will be exempt from the provisions of section 16(b) of the Act if the conditions
set forth in said Rule are satisfied. Unless otherwise specified by the Board,
grants of Options hereunder to individuals who are officers or directors of the
Company shall be made in a manner that satisfies the conditions of said Rule.

                      Article V. Stock Subject to the Plan
                      ------------------------------------

     5.1 Number. The total number of shares of Stock hereby made available and
reserved for issuance under the Plan shall be 250,000. The aggregate number of
shares of Stock available under this Plan shall be subject to adjustment as
provided in section 5.3. The total number of shares of Stock may be authorized
but unissued shares of Stock, or shares acquired by purchase as directed by the
Board from time to time in its discretion, to be used for issuance upon exercise
of Options granted hereunder.

     5.2 Unused Stock. If an Option shall expire or terminate for any reason
without having been exercised in full, the unpurchased shares of Stock subject
thereto shall (unless the Plan shall have terminated) become available for other
Options under the Plan.

     5.3 Adjustment in Capitalization. In the event of any change in the
outstanding shares of Stock by reason of a stock dividend or split,
recapitalization, reclassification or other similar corporate change, the
aggregate number of shares of Stock set forth in section 5.1 shall be
appropriately adjusted by the Board to reflect such change. The Board's
determination shall be conclusive; provided, however, that fractional shares
shall be rounded to the nearest whole share. In any such case, the number and
kind of shares of Stock that are subject to any Option (including any Option
outstanding after termination of employment) and the Option price per share
shall be proportionately and appropriately adjusted without any change in the
aggregate Option price to be paid therefor upon exercise of the Option.

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                        Article VI. Duration of the Plan
                        --------------------------------

     6.1 Duration of the Plan. The Plan shall be in effect until January 31,
2011 unless extended by the Company's shareholders. Any Options outstanding at
the end of said period shall remain in effect in accordance with their terms.
The Plan shall terminate before the end of said period, if all Stock subject to
it has been purchased pursuant to the exercise of Options granted under the
Plan.

                       Article VII. Terms of Stock Options
                       -----------------------------------

     7.1 Grant of Options. Subject to section 5.1, Options may be granted to
Employees or Consultants at any time and from time to time as determined by the
Board; provided, however, that Consultants may receive only Nonstatutory
Options, and may not receive Incentive Stock Options. The Board shall have
complete discretion in determining the number of Options granted to each
Optionee. In making such determinations, the Board may take into account the
nature of services rendered by such Employees or Consultants, their present and
potential contributions to the Company, and such other factors as the Board in
its discretion shall deem relevant. The Board also shall determine whether an
Option is to be an Incentive Stock Option or a Nonstatutory Option.

     In the case of Incentive Stock Options the total Fair Market Value
(determined at the date of grant) of shares of Stock with respect to which
incentive stock options are exercisable for the first time by the Optionee
during any calendar year under all plans of the Company under which incentive
stock options may be granted (and all such plans of any Parent Corporations and
any subsidiary corporations of the Company) shall not exceed $100,000.
(Hereinafter, this requirement is sometimes referred to as the "$100,000
Limitation.")

     Nothing in this Article VII shall be deemed to prevent the grant of Options
permitting exercise in excess of the maximums established by the preceding
paragraph where such excess amount is treated as a Nonstatutory Option.

     The Board is expressly given the authority to issue amended or replacement
Options with respect to shares of Stock subject to an Option previously granted
hereunder. An amended Option amends the terms of an Option previously granted
(including an extension of the terms of such Option) and thereby supersedes the
previous Option. A replacement Option is similar to a new Option granted
hereunder except that it provides that it shall be forfeited to the extent that
a previously granted Option is exercised, or except that its issuance is
conditioned upon the termination of a previously granted Option.

     7.2 No Tandem Options. Where an Option granted under the Plan is intended
to be an Incentive Stock Option, the Option shall not contain terms pursuant to
which the exercise of the Option would affect the Optionee's right to exercise
another Option, or vice versa, such that the Option intended to be an Incentive
Stock Option would be deemed a tandem stock option within the meaning of the
regulations under section 422A of the Code.

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<PAGE>


     7.3 Option Agreement; Terms and Conditions to Apply Unless Otherwise
Specified. As determined by the Board on the date of grant, each Option shall be
evidenced by an Option agreement (the "Option Agreement") that includes the
nontransferability provisions required by section 10.2 hereof and specifies:
whether the Option is an Incentive Stock Option or a Nonstatutory Option; the
Option price; the term (duration) of the Option; the number of shares of Stock
to which the Option applies; any vesting or exercisability restrictions which
the Board may impose; in the case of an Incentive Stock Option, a provision
implementing the $100,000 Limitation; and any other terms or conditions which
the Board may impose. All such terms and conditions shall be determined by the
Board at the time of grant of the Option.

     If not otherwise specified by the Board, the following terms and conditions
shall apply to Options granted under the Plan:

     (a) Term. The Option shall be exercisable to purchase Stock for a period of
     ten years from the date of grant, as evidenced by the execution date of the
     Option Agreement.

     (b) Exercise of Option. Unless an Option is terminated as provided
     hereunder, an Optionee may exercise his Option for up to, but not in excess
     of, the number of shares of Stock subject to the Option specified below,
     based on the Optionee's number of years of continuous service with the
     Company from the date on which the Option is granted. In the case of an
     Optionee who is an Employee, continuous service shall mean continuous
     employment; in the case of an Optionee who is a Consultant, continuous
     service shall mean the continuous provision of consulting services. In
     applying said limitations, the amount of shares, if any, previously
     purchased by the Optionee under the Option shall be counted in determining
     the amount of shares the Optionee can purchase at any time. The Optionee
     may exercise his Option in the following amounts:

          (i) After one (1) year of continuous services to the Company, the
          Optionee may purchase up to 33.3% of the shares of Stock subject to
          the Option;

          (ii) After two (2) years of continuous services to the Company, the
          Optionee may purchase up to 66.6% of the shares of Stock subject to
          the Option;

          (iii) After three years of continuous services to the Company, the
          Optionee may purchase all shares of Stock subject to the Option.

     The Board may specify terms and conditions other than those set forth
above, in its discretion.

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<PAGE>


     All Option Agreements shall incorporate the provisions of the Plan by
reference, with certain provisions to apply depending upon whether the Option
Agreement applies to an Incentive Stock Option or to a Nonstatutory Option.

     7.4 Option Price. No Incentive Stock Option granted pursuant to this Plan
shall have an Option price that is less than the Fair Market Value of the Stock
on the date the Option is granted. Incentive Stock Options granted to
Significant Stockholders shall have an Option price of not less than 110 percent
of the Fair Market Value of the Stock on the date of grant. The Option price for
Nonstatutory Options shall be established by the Board and shall not be less
than 100 percent of the Fair Market Value of the Stock on the date of grant.

     7.5 Term of Options. Each Option shall expire at such time as the Board
shall determine, provided, however, that no Option shall be exercisable later
than ten years from the date of its grant.

     7.6 Exercise of Options. Options granted under the Plan shall be
exercisable at such times and be subject to such restrictions and conditions as
the Board shall in each instance approve, which need not be the same for all
Optionees.

     7.7 Payment. Payment for all shares of Stock shall be made at the time that
an Option, or any part thereof, is exercised, and no shares shall be issued
until full payment therefor has been made. Payment shall be made (i) in cash or
certified funds, or (ii) if acceptable to the Board, in Stock or in some other
form; provided, however, in the case of an Incentive Stock Option, that said
other form of payment does not prevent the Option from qualifying for treatment
as an Incentive Stock Option within the meaning of the Code.

                   Article VIII. Written Notice, Issuance of
                   -----------------------------------------
                   Stock Certificates, Stockholder Privileges
                   ------------------------------------------

     8.1 Written Notice. An Optionee wishing to exercise an Option shall give
written notice to the Company, in the form and manner prescribed by the Board.
Full payment for the shares exercised pursuant to the Option must accompany the
written notice.

     8.2 Issuance of Stock Certificates. As soon as practicable after the
receipt of written notice and payment, the Company shall deliver to the Optionee
or to a nominee of the Optionee a certificate or certificates for the requisite
number of shares of Stock.

     8.3 Privileges of a Stockholder. An Optionee or any other person entitled
to exercise an Option under this Plan shall not have stockholder privileges with
respect to any Stock covered by the Option until the date of issuance of a stock
certificate for such stock.

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                Article IX. Termination of Employment or Services
                -------------------------------------------------

     Except as otherwise expressly specified by the Board for Nonstatutory
Options, all Options granted under this Plan shall be subject to the following
termination provisions:

     9.1 Death. If an Optionee's employment in the case of an Employee, or
provision of services as a Consultant, in the case of a Consultant, terminates
by reason of death, the Option may thereafter be exercised at any time prior to
the expiration date of the Option or within 12 months after the date of such
death, whichever period is the shorter, by the person or persons entitled to do
so under the Optionee's will or, if the Optionee shall fail to make a
testamentary disposition of an Option or shall die intestate, the Optionee's
legal representative or representatives. The Option shall be exercisable only to
the extent that such Option was exercisable as of the date of Optionee's death.

     9.2 Termination Other Than For Cause or Due to Death. In the event of an
Optionee's termination of employment, in the case of an Employee, or termination
of the provision of services as a Consultant, in the case of a Consultant, other
than by reason of death, the Optionee may exercise such portion of his Option as
was exercisable by him at the date of such termination (the "Termination Date")
at any time within three (3) months of the Termination Date; provided, however,
that where the Optionee is an Employee, and is terminated due to disability
within the meaning of Code section 422A, he may exercise such portion of his
Option as was exercisable by him on his Termination Date within one year of his
Termination Date. In any event, the Option cannot be exercised after the
expiration of the term of the Option. Options not exercised within the
applicable period specified above shall terminate.

     In the case of an Employee, a change of duties or position within the
Company, shall not be considered a termination of employment for purposes of
this Plan. The Option Agreements may contain such provisions as the Board shall
approve with reference to the effect of approved leaves of absence upon
termination of employment.

     9.3 Termination for Cause. In the event of an Optionee's termination of
employment, in the case of an Employee, or termination of the provision of
services as a Consultant, in the case of a Consultant, which termination is by
the Company for cause, any Option or Options held by him under the Plan, to the
extent not exercised before such termination, shall forthwith terminate.

                         Article X. Rights of Optionees
                         ------------------------------

     10.1 Service. Nothing in this Plan shall interfere with or limit in any way
the right of the Company to terminate any Employee's employment, or any
Consultant's services, at any time, nor confer upon any Employee any right to
continue in the employ of the Company, or upon any Consultant any right to
continue to provide services to the Company.

     10.2 Nontransferability. Except as otherwise specified by the Board for
Nonstatutory Options, Options granted under this Plan shall be nontransferable
by the Optionee, other than by will or the laws of descent and  distribution,
and shall be exercisable during the Optionee's lifetime only by the Optionee.

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                         Article XI. Optionee-Employee's
                         -------------------------------
                          Transfer or Leave of Absence
                          ----------------------------

     11.1 Optionee-Employee's Transfer or Leave of Absence. For Plan purposes:

     (a) A transfer of an Optionee who is an Employee within the Company, or

     (b) a leave of absence for such an Optionee (i) which is duly authorized in
     writing by the Company, and (ii) if the Optionee holds an Incentive Stock
     Option, which qualifies under the applicable regulations under the Code
     which apply in the case of Incentive Stock Options,

shall not be deemed a termination of employment. However, under no circumstances
may an Optionee exercise an Option during any leave of absence, unless
authorized by the Board.

                      Article XII. Amendment, Modification
                      ------------------------------------
                           and Termination of the Plan
                           ---------------------------

     12.1 Amendment, Modification, and Termination of the Plan. The Board may at
any time terminate, and from time to time may amend or modify the Plan,
provided, however, that no such action of the Board, without approval of the
stockholders, may:

     (a) increase the total amount of Stock which may be purchased through
     Options granted under the Plan, except as provided in Article V;

     (b) change the class of Employees or Consultants eligible to receive
     Options;

No amendment, modification or termination of the Plan shall in any manner
adversely affect any outstanding Option under the Plan without the consent of
the Optionee holding the Option.

                Article XIII. Acquisition, Merger and Liquidation
                -------------------------------------------------

     13.1 Acquisition. In the event that an Acquisition occurs with respect to
the Company, the Company shall have the option, but not the obligation, to
cancel Options outstanding as of the effective date of Acquisition, whether or
not such Options are then exercisable, in return for payment to the Optionees of
an amount equal to a reasonable estimate of an amount (hereinafter the "Spread")
equal to the difference between the net amount per share of Stock payable in the
Acquisition, or as a result of the Acquisition, less the exercise price of the
Option. In estimating the Spread, appropriate adjustments to give effect to the
existence of the Options shall be made, such as deeming the Options to have been
exercised, with the Company receiving the exercise price payable thereunder, and

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<PAGE>


treating the shares receivable upon exercise of the Options as being outstanding
in determining the net amount per share. For purposes of this section, an
"Acquisition" shall mean any transaction in which substantially all of the
Company's assets are acquired or in which a controlling amount of the Company's
outstanding shares are acquired, in each case by a single person or entity or an
affiliated group of persons and/or entities. For purposes of this section a
controlling amount shall mean more than 50% of the issued and outstanding shares
of stock of the Company. The Company shall have such an option regardless of how
the Acquisition is effectuated, whether by direct purchase, through a merger or
similar corporate transaction, or otherwise. In cases where the acquisition
consists of the acquisition of assets of the Company, the net amount per share
shall be calculated on the basis of the net amount receivable with respect to
shares upon a distribution and liquidation by the Company after giving effect to
expenses and charges, including but not limited to taxes, payable by the Company
before the liquidation can be completed.

     Where the Company does not exercise its option under this section 13.1, the
remaining provisions of this Article XIII shall apply, to the extent applicable.

     13.2 Merger or Consolidation. Subject to any required action by the
stockholders, if the Company shall be the surviving corporation in any merger or
consolidation, any Option granted hereunder shall pertain to and apply to the
securities to which a holder of the number of shares of Stock subject to the
Option would have been entitled in such merger or consolidation.

     13.3 Other Transactions. A dissolution or a liquidation of the Company or a
merger and consolidation in which the Company is not the surviving corporation
shall cause every Option outstanding hereunder to terminate as of the effective
date of such dissolution, liquidation, merger or consolidation. However, the
Optionee either (i) shall be offered a firm commitment whereby the resulting or
surviving corporation in a merger or consolidation will tender to the Optionee
an option (the "Substitute Option") to purchase its shares on terms and
conditions both as to number of shares and otherwise, which will substantially
preserve to the Optionee the rights and benefits of the Option outstanding
hereunder granted by the Company, or (ii) shall have the right immediately prior
to such dissolution, liquidation, merger, or consolidation to exercise any
unexercised Options whether or not then exercisable, subject to the provisions
of this Plan. The Board shall have absolute and uncontrolled discretion to
determine whether the Optionee has been offered a firm commitment and whether
the tendered Substitute Option will substantially preserve to the Optionee the
rights and benefits of the Option outstanding hereunder. In any event, any
Substitute Option for an Incentive Stock Option shall comply with the
requirements of Code section 425(a).

                      Article XIV. Securities Registration
                      ------------------------------------

     14.1 Securities Registration. In the event that the Company shall deem it
necessary or desirable to register under the Securities Act of 1933, as amended,
or any other applicable statute, any Options or any Stock with respect to which
an Option may be or shall have been granted or exercised, or to qualify any such
Options or Stock under the Securities Act of 1933, as amended, or any other

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statute, then the Optionee shall cooperate with the Company and take such action
as is necessary to permit registration or qualification of such Options or
Stock.

     Unless the Company has determined that the following representation is
unnecessary, each person exercising an Option under the Plan may be required by
the Company, as a condition to the issuance of the shares pursuant to exercise
of the Option, to make a representation in writing (a) that the Optionee is
acquiring such shares for his own account for investment and not with a view to,
or for sale in connection with, the distribution of any part thereof, (b) that
before any transfer in connection with the resale of such shares, the Optionee
will obtain the written opinion of counsel for the Company, or other counsel
acceptable to the Company, that such shares may be transferred. The Company may
also require that the certificates representing such shares contain legends
reflecting the foregoing.

                           Article XV. Tax Withholding
                           ---------------------------

     15.1 Tax Withholding. Whenever shares of Stock are to be issued in
satisfaction of Options exercised under this Plan, the Company shall have the
power to require the recipient of the Stock to remit to the Company an amount
sufficient to satisfy federal, state and local withholding tax requirements.

                          Article XVI. Indemnification
                          ----------------------------

     16.1 Indemnification. To the extent permitted by law, each person who is or
shall have been a member of the Board shall be indemnified and held harmless by
the Company against and from any loss, cost, liability, or expense that may be
imposed upon or reasonably incurred by him in connection with or resulting from
any claim, action, suit, or proceeding to which he may be a party or in which he
may be involved by reason of any action taken or failure to act under the Plan
and against and from any and all amounts paid by him in settlement thereof, with
the Company's approval, or paid by him in satisfaction of judgment in any such
action, suit or proceeding against him, provided he shall give the Company an
opportunity, at its own expense, to handle and defend the same before he
undertakes to handle and defend it on his own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to
which such persons may be entitled under the Company's articles of incorporation
or bylaws, as a matter of law, or otherwise, or any power that the Company may
have to indemnify them or hold them harmless.

                        Article XVII. Requirements of Law
                        ---------------------------------

     17.1 Requirements of Law. The granting of Options and the issuance of
shares of Stock upon the exercise of an Option shall be subject to all
applicable laws, rules, and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required.

     17.2 Governing Law. The Plan and all agreements hereunder shall be
construed in accordance with and governed by the laws of the State of Georgia.

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                      Article XVIII. Effective Date of Plan
                      -------------------------------------

     18.1 Effective Date. The Plan shall be effective on February 1, 2001.


                        Article XIX. Compliance with Code
                        ---------------------------------

     19.1 Compliance with Code. Incentive Stock Options granted hereunder are
intended to qualify as Incentive Stock Options under Code section 422A. If any
provision of this Plan is susceptible to more than one interpretation, such
interpretation shall be given thereto as is consistent with Incentive Stock
Options granted under this Plan being treated as Incentive Stock Options under
the Code.

                  Article XX. No Obligation to Exercise Option
                  --------------------------------------------

     20.1 No Obligation to Exercise. The granting of an Option shall impose no
obligation upon the holder thereof to exercise such Option.

     Dated at Littleton, Colorado, February 1, 2001.

                                            INSTANET, INC.



                                            By:
                                               -------------------------------
                                                      Earnest Mathis, President


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<PAGE>


                                 INSTANET, INC.

                        INCENTIVE STOCK OPTION AGREEMENT
                        UNDER THE 2001 STOCK OPTION PLAN


Between:

     Instanet, Inc. (the "Company") and________________________________________
_______________________________________________________________________________
______________________________________ (the "Employee"), dated ________________
____________________.

     The Company hereby grants to the Employee an option (the "Option") to
purchase __________ shares of the Company's no par value common stock ("Stock")
under the Instanet, Inc. 2001 Stock Option Plan (the "Plan") upon the following
terms and conditions:

     1. Purchase Price. The purchase price of the Stock shall be _____ per
share, which is not less than the fair market value of the Stock on the date of
this Agreement.

     2. Incentive Stock Option. The Option shall be an Incentive Stock Option,
as defined in the Plan.

     3. Period of Exercise. The Option will expire ten years from the date of
this Agreement. The Option may be exercised only while the Employee is actively
employed by the Company and as provided in Section 6, dealing with termination
of employment.

     The Option may be exercised for up to, but not in excess of, the amounts of
shares subject to the Option specified below, based on the Employee's number of
years of continuous employment with the Company from the date hereof. In
applying the following limitations, the amount of shares, if any, previously
purchased by Employee shall be counted in determining the amount of shares the
Employee can purchase at any time in accordance with said limitations. The
Employee may exercise the Option in the following amounts and in accordance with
the conditions set forth in paragraph 7.3 of the Plan:

          (i) After one (1) year of continuous services to the Company, the
          Employee may purchase up to 33.3% of the shares of Stock subject to
          the Option;

          (ii) After two (2) years of continuous services to the Company, the
          Employee may purchase up to 66.6% of the shares of Stock subject to
          the Option;

<PAGE>


          (iii) After three years of continuous services to the Company, the
          Employee may purchase all shares of Stock subject to the Option.

     This Option may not be exercised for less than fifty shares at any time
unless the number of shares purchased is the total number purchasable at the
time under the Option.

     Where the Employee holds (whether under this Option alone or under this
Option in conjunction with other incentive stock options) incentive stock
options upon shares of the Company's common stock having an aggregate fair
market value (determined at the time of grant of each option) exceeding
$100,000, the $100,000 Limitation set forth in Section 4 below may impose
additional limitations upon the exercisability of this Option and any other
incentive stock options granted to the Employee. Such limitations are in
addition to, and not in lieu of, the limitations set forth in this Section 3.

     4. $100,000 Limitation. Notwithstanding anything to the contrary contained
herein, the total fair market value (determined as of the date of grant of an
option) of shares of stock with respect to which this Option (and any other
incentive stock options granted by the Company) shall become exercisable for the
first time during any calendar year shall not exceed $100,000. (Hereinafter this
limitation is sometimes referred to as the "$100,000 Limitation.") If in any
calendar year shares of stock having a fair market value of more than $100,000
first would become exercisable, but for the limitations of this section, this
Option shall be exercisable in such calendar year only for shares having a fair
market value not exceeding $100,000. (Hereinafter, shares with respect to which
this Option is not exercisable in a calendar year due to the $100,000 Limitation
are referred to as "Excess Shares.")

     This Option shall become exercisable with respect to Excess Shares from a
calendar year in the next succeeding calendar year (subject to any other
restrictions on exercise which may be contained herein), provided that the
$100,000 limitation shall also be applied to such succeeding calendar year.
Subject to the term of this Option, such carryovers of Excess Shares shall be
made to succeeding calendar years, including carryovers of any Excess Shares
from previous calendar years, without limitation.

     If as of the date of this Agreement the Employee already holds incentive
stock options granted by the Company (hereinafter any such incentive stock
options are referred to as "Prior Options"), and the fair market value
(determined as the date of grant of each option) of the shares subject to this
Option and the Prior Options held by the Employee is such that the $100,000
Limitation must be imposed, the $100,000 Limitation shall be applied as follows
unless a special provision is made on Exhibit A attached hereto. If no special
provision is made on Exhibit A, the $100,000 Limitation shall be applied by
giving priority to options which first become exercisable during a calendar year
under the Prior Options. Thus, in applying the $100,000 Limitation under this
Option, the fair market value (determined as of the date of grant) of the shares

                                       2

<PAGE>


of stock with respect to which options first become exercisable under the Prior
Options during the calendar year shall first be determined. Only the balance
remaining for the calendar year of the $100,000 Limitation, if any, may be
exercisable under this Option for the calendar year, with any excess to be
carried over as provided in the preceding paragraph, but with such carryover
also to be subject to the provisions of this paragraph.


     Employee acknowledges that it is possible that he or she may be granted
incentive stock options by the Company after the date of this Agreement.
(Hereinafter such options are referred to as "Subsequent Options.") If the
exercise price of a Subsequent Option is less than the exercise price of this
Option, and if permitted under the regulations and decisions applicable to the
$100,000 Limitation, Employee agrees that the Company may reduce the number of
shares of stock for which this Option is exercisable in specified calendar
years, so that all or part of the $100,000 limitation for said calendar years
may be applied to such Subsequent Option, permitting earlier exercise of such
Subsequent Option than would otherwise be possible. Where such reductions are
made, Employee agrees to enter into any appropriate documentation to implement
such reductions.

     Employee further acknowledges that, as provided in the Plan, in certain
circumstances connected with a dissolution or liquidation of the Company, or a
merger, consolidation or other form of reorganization in which the Company is
not the surviving corporation, the imposition of the $100,000 Limitation may
result in the termination of all or part of this Option or other incentive stock
options.

     5. Transferability. This Option is not transferable except by will or the
laws of descent and distribution and may be exercised during the lifetime of the
Employee only by him or her.

     6. Termination of Employment. In the event that employment of the Employee
with the Company is terminated, the Option may be exercised (to the extent
exercisable at the date of his termination) by the Employee within three months
after the date of termination; provided, however, that:

     (a) If the Employee's employment is terminated because he is disabled
     within the meaning of Internal Revenue Code section 422A, the Employee
     shall have one year rather than three months to exercise the Option (to the
     extent exercisable at the date of his termination).

     (b) If the Employee dies, the Option may be exercised (to the extent
     exercisable by the Employee at the date of his death) by his legal
     representative or by a person who acquired the right to exercise such
     option by bequest or inheritance or by reason of the death of the Employee,
     but the Option must be exercised within one year after the date of the
     Employee's death.

                                       3

<PAGE>


     (c) If the Employee's employment is terminated for cause, this Option shall
     terminate immediately.

     (d) In no event (including death of the Employee) may this Option be
     exercised more than ten years from the date hereof.

     7. No Guarantee of Employment. This Agreement shall in no way restrict the
right of the Company to terminate Employee's employment at any time.

     8. Investment Representation; Legend. The Employee (and any other purchaser
under paragraphs 6(a) or 6(b) hereof) represents and agrees that all shares of
Stock purchased by him under this Agreement will be purchased for investment
purposes only and not with a view to distribution or resale. The Company may
require that an appropriate legend be inscribed on the face of any certificate
issued under this Agreement, indicating that transfer of the Stock is
restricted, and may place an appropriate stop transfer order with the Company's
transfer agent with respect to the Stock.

     9. Method of Exercise. The Option may be exercised, subject to the terms
and conditions of this Agreement, by written notice to the Company. The notice
shall be in the form attached to this Agreement and will be accompanied by
payment (in such form as the Company may specify) of the full purchase price of
the Stock to be issued, and in the event of an exercise under the terms of
paragraphs 6(a) or 6(b) hereof, appropriate proof of the right to exercise the
Option. The Company will issue and deliver certificates representing the number
of shares purchased under the Option, registered in the name of the Employee (or
other purchaser under paragraph 6 hereof) as soon as practicable after receipt
of the notice.

     10. Withholding. In any case where withholding is required or advisable
under federal, state or local law in connection with any exercise by Employee
hereunder, the Company is authorized to withhold appropriate amounts from
amounts payable to Employee, or may require Employee to remit to the Company an
amount equal to such appropriate amounts.

     11. Incorporation of Plan. This Agreement is made pursuant to the
provisions of the Plan, which Plan is incorporated by reference herein. Terms
used herein shall have the meaning employed in the Plan, unless the context
clearly requires otherwise. In the event of a conflict between the provisions of
the Plan and the provisions of this Agreement, the provisions of the Plan shall
govern.

                                            INSTANET, INC.



                                            By:
                                               --------------------------------
                                               President
ACCEPTED:


---------------------
Employee

                                        4

<PAGE>


                                 INSTANET, INC.

                      NON-STATUTORY STOCK OPTION AGREEMENT
                        UNDER THE 2001 STOCK OPTION PLAN


Between:

     INSTANET, INC. (the "Company") and________________________________________
(the "Consultant") dated ____________________________.

     The Company hereby grants to the Consultant an option (the "Option") to
purchase __________ shares of the Company's common stock under the Instanet,
Inc. 2001 Stock Option Plan (the "Plan") upon the following terms and
conditions:

     1. Purchase Price. The purchase price of the Stock shall be __________ per
share, which is not less than the fair market value of the Stock on the date of
this Agreement.

     2. Non-Statutory Option. The Option shall be a Non-Statutory Option, as
defined in the Plan.

     3. Period of Exercise. The Option will expire ten years from the date of
this Agreement. The Option may be exercised only while the Consultant is
actively providing consulting services to the Company and as provided in Section
5, dealing with termination of services.

     4. The Option may be exercised for up to, but not in excess of, the amounts
of shares subject to the Option specified below, based on the Consultant's
number of years of continuous services with the Company from the date hereof. In
applying the following limitations, the amount of shares, if any, previously
purchased by Consultant shall be counted in determining the amount of shares the
Consultant can purchase at any time in accordance with said limitations. The
Consultant may exercise the Option in the following amounts and in accordance
with the conditions set forth in paragraph 7.3 of the Plan:

     (1) After one (1) year of continuous services to the Company, the
     Consultant may purchase up to 33.3% of the shares of Stock subject to the
     Option;

<PAGE>


     (2) After two (2) years of continuous services to the Company, the
     Consultant may purchase up to 66.6% of the shares of Stock subject to the
     Option;

     (3) After three years of continuous services to the Company, the Consultant
     may purchase all shares of Stock subject to the Option.

     In the event the Consultant's services with the Company are terminated due
to Consultant's disability or death as described in paragraphs 5(a) and 5(b),
the foregoing vesting schedule shall be accelerated and the Option shallupon
such disability or death become exercisable in whole or in part, but it shall
not be exercisable after the expiration of four (4) years from the date hereof.
This Option may not be exercised for less than fifty shares at any time unless
the number of shares purchased is the total number purchasable at the time under
the Option.

     5. Transferability. This Option is not transferable except by will or the
laws of descent and distribution and may be exercised during the lifetime of the
Consultant only by him.

     6. Termination of Services. In the event of a termination in the providing
of consulting services by Consultant, including serving as a Non-employee
Director as defined in the Plan, to the Company, the Option may be exercised (to
the extent exercisable at the date of his termination) by the Consultant within
three months after the date of such termination; provided, however, that:

     (a) If the Consultant's consulting relationship is terminated because he is
     disabled within the meaning of Internal Revenue Code section 422A, the
     Consultant shall have one year rather than three months to exercise the
     Option (to the extent exercisable at the date of his termination).

     (b) If the Consultant dies, the Option may be exercised (to the extent
     exercisable by the Consultant at the date of his death) by his legal
     representative or by a person who acquired the right to exercise such
     option by bequest or inheritance or by reason of the death of the
     Consultant, but the Option must be exercised within one year after the date
     of the Consultant's death.

     (c) If the Consultant's consulting relationship is terminated for cause,
     this Option shall terminate immediately.

     (d) In no event (including death of the Consultant) may this Option be
     exercised more than ten years from the date hereof.

                                       2

<PAGE>

     7 No Guarantee of Services. This Agreement shall in no way restrict the
right of the Company or any Subsidiary Corporation to terminate Consultant's
consulting relationship at any time.

     8 Investment Representation; Legend. The Consultant (and any other
purchaser under paragraphs 5(a) or 5(b) hereof) represents and agrees that all
shares of Stock purchased by him under this Agreement will be purchased for
investment purposes only and not with a view to distribution or resale. The
Company may require that an appropriate legend be inscribed on the face of any
certificate issued under this Agreement, indicating that transfer of the Stock
is restricted, and may place an appropriate stop transfer order with the
Company's transfer agent with respect to the Stock.

     9 Method of Exercise. The Option may be exercised, subject to the terms and
conditions of this Agreement, by written notice to the Company. The notice shall
be in the form attached to this Agreement and will be accompanied by payment (in
such form as the Company may specify) of the full purchase price of the Stock to
be issued, and in the event of an exercise under the terms of paragraphs 5(a) or
5(b) hereof, appropriate proof of the right to exercise the Option. The Company
will issue and deliver certificates representing the number of shares purchased
under the Option, registered in the name of the Consultant (or other purchaser
under paragraph 5 hereof) as soon as practicable after receipt of the notice.

     10 Incorporation of Plan. This Agreement is made pursuant to the provisions
of the Plan, which Plan is incorporated by reference herein. Terms used herein
shall have the meaning employed in the Plan, unless the context clearly requires
otherwise. In the event of a conflict between the provisions of the Plan and the
provisions of this Agreement, the provisions of the Plan shall govern.



                                            INSTANET, INC.



                                            By:
                                             ----------------------------------
                                              President
ACCEPTED:


------------------------
Consultant


                                        3

<PAGE>


                                 INSTANET, INC.

                    NOTICE OF EXERCISE OF STOCK OPTION ISSUED
                        UNDER THE 2001 STOCK OPTION PLAN

To:  Compensation Committee
     Instanet, Inc.
     26 West Dry Creek Circle, Suite 600
     Littleton, CO 80210

     I hereby exercise my Option dated __________ to purchase __________ shares
of no par value common stock of the Company at the option exercise price of
$_______per share. Enclosed is a certified or cashier's check in the total
amount of $_______ , or payment in such other form as the Company has specified.

     I represent to you that I am acquiring said shares for investment purposes
and not with a view to any distribution thereof. I understand that my stock
certificate may bear an appropriate legend restricting the transfer of my shares
and that a stock transfer order may be placed with the Company's transfer agent
with respect to such shares.

     I request that my shares be issued in my name as follows:



                                     ----------------------------------------
                                    (Print your name in the form in which you
                                        wish to have the shares registered)


                                              ----------------------
                                             (Social Security Number)


                                                -----------------
                                               (Street and Number)


                                             -----------------------
                                            (City) (State) (Zip Code)



Dated:               , 20    .              Signature:
        ---------------  ----                        --------------------------

                                        4