EXHIBIT 10.2

                                  MERILUS, INC.

                                 2000 STOCK PLAN
                                 ---------------


1.  Purposes  of the Plan.  The  purposes  of this Stock Plan are to attract and
retain the best available personnel for positions of substantial responsibility,
to provide additional  incentive to Employees,  Directors and Consultants and to
promote the success of the Company's  business.  Options  granted under the Plan
may be Incentive Stock Options or Non-statutory  Stock Options, as determined by
the  Administrator  at the time of  grant.  Stock  Purchase  Rights  may also be
granted under the Plan.

2.  Definitions.  As used in this Stock Plan,  the  following  definitions  will
apply:

     (a)  "Administrator"  means the Board or any of its  Committees  as will be
          administering the Plan under Section 4 of the Plan.

     (b)  "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
          or Stock Purchase Rights are granted under the Plan.

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

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

     (e)  "Committee"  means a committee  of  Directors  appointed  by the Board
          under Section 4 of the Plan.

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

     (g)  "Company" means Merilus, Inc., a Nevada corporation.

     (h)  "Consultant"  means any person  who is  engaged by the  Company or any
          Parent or Subsidiary to render consulting or advisory services to such
          entity.

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

     (j)  "Disability"  means  total and  permanent  disability  as  defined  in
          Section 22(e)(3) of the Code.

     (k)  "Employee"  means  any  person,   including  Officers  and  Directors,
          employed by the Company or any Parent or Subsidiary of the Company.  A
          Service  Provider  will not cease to be an Employee in the case of (i)
          any leave of absence approved by the Company or (ii) transfers between
          locations  of the Company or between  the  Company,  its  Parent,  any
          Subsidiary, or any successor. For purposes of Incentive Stock Options,
          no  such  leave  may  exceed  ninety  days,  unless  re-employment  on
          expiration  of such leave is  guaranteed  by statute or  contract.  If
          re-employment  on  expiration  of a leave of absence  approved  by the
          Company  is not so  guaranteed,  on the  181st  day of such  leave any
          Incentive  Stock Option held by the Optionee  will cease to be treated
          as an Incentive Stock Option and will be treated for tax purposes as a
          Non-statutory Stock Option.  Neither service as a Director nor payment
          of a director's  fee by the Company will be  sufficient  to constitute
          "employment" by the Company.

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

     (m)  "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
               Nasdaq  National  Market  or The  Nasdaq  SmallCap  Market of The
               Nasdaq  Stock  Market,  its Fair Market Value will be the closing
               sales price for the stock (or the  closing  bid, if no sales were
               reported) as quoted on the exchange or system for the last market
               trading  day prior to the time of  determination,  as reported in
               The Wall Street Journal or any other source as the  Administrator
               considers reliable;

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

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          (iii)In the  absence of an  established  market for the Common  Stock,
               the Fair  Market  Value will be  determined  in good faith by the
               Administrator.

     (n)  "Incentive  Stock  Option"  means an Option  intended to qualify as an
          incentive stock option within the meaning of Section 422 of the Code.

     (o)  "Non-statutory  Stock  Option" means an Option not intended to qualify
          as an Incentive Stock Option.

     (p)  "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.

     (q)  "Option" means a stock option granted pursuant to the Plan.

     (r)  "Option Agreement" means a written or electronic 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.

     (s)  "Option Exchange Program" means a program whereby  outstanding Options
          are exchanged for Options with a lower exercise price.

     (t)  "Optioned  Stock"  means the  Common  Stock  subject to an Option or a
          Stock Purchase Right.

     (u)  "Optionee" means the holder of an outstanding Option or Stock Purchase
          Right granted under the Plan.

     (v)  "Parent"  means  a  "parent  corporation,"  whether  now or  hereafter
          existing, as defined in Section 424(e) of the Code.

     (w)  "Plan" means this 2000 Stock Plan.

     (x)  "Restricted Stock" means shares of Common Stock acquired pursuant to a
          grant of a Stock Purchase Right under Section 11 below.

     (y)  "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any  successor to
          Rule  16b-3,  as in effect when  discretion  is being  exercised  with
          respect to the Plan.

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

     (aa) "Service Provider" means an Employee, Director or Consultant.

     (bb) "Share" means a share of the Common Stock,  as adjusted  under Section
          12 below.

     (cc) "Stock Purchase Right" means a right to purchase Common Stock pursuant
          to Section 11 below.

     (dd) "Subsidiary"  means  a  "subsidiary   corporation,"   whether  now  or
          hereafter existing, as defined in Section 424(f) of the Code.

3. Stock  Subject to the Plan.  Subject to the  provisions  of Section 12 of the
Plan, the maximum  aggregate  number of Shares that may be subject to option and
sold  under the Plan is  1,400,000  Shares.  The Shares  may be  authorized  but
unissued, or reacquired Common Stock.

If an Option or Stock  Purchase Right expires or becomes  unexercisable  without
having been exercised in full, or is surrendered  pursuant to an Option Exchange
Program,  the  unpurchased  underlying  Shares will become  available for future
grant or sale under the Plan (unless the Plan has terminated).  However,  Shares
that have  actually  been issued under the Plan, on exercise of either an Option
or Stock  Purchase  Right,  will not be returned to the Plan and will not become
available  for  future  distribution  under the Plan,  except  that if Shares of
Restricted  Stock are  repurchased  by the  Company at their  original  purchase
price, the Shares will become available for future grant under the Plan.

4.  Administration of the Plan.

         (a)      Procedure.

          (i)  Multiple  Administrative  Bodies. The Plan may be administered by
               different  Committees with respect to different groups of Service
               Providers.

          (ii) Section 162(m). To the extent that the  Administrator  determines
               it to be  desirable  to  qualify  Options  granted  hereunder  as
               "performance-based  compensation,"  within the meaning of Section
               162(m) of the Code, the Plan will be  administered by a Committee
               of two or more "outside directors," within the meaning of Section
               162(m) of the Code.

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          (iii)Rule  16b-3.  To the extent  desirable  to  qualify  transactions
               hereunder   as  exempt   under  Rule  16b-3,   the   transactions
               contemplated   hereunder   will  be  structured  to  satisfy  the
               requirements for exemption under Rule 16b-3.

          (iv) Other Administration. Other than as provided above, the Plan will
               be  administered  by (A)  the  Board  or (B) a  Committee,  which
               committee will be constituted to satisfy Applicable Laws.

     (b)  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 the  Committee,  and subject to the  approval of any relevant
          authorities,   the  Administrator  will  have  the  authority  in  its
          discretion:

          (i)  to determine the Fair Market Value;

          (ii) to  select  the  Service  Providers  to whom  Options  and  Stock
               Purchase Rights may from time to time be granted hereunder;

          (iii)to  determine  the  number of Shares to be  covered by each award
               granted under the Plan;

          (iv) to approve forms of agreement for use under the Plan;

          (v)  to  determine  the terms and  conditions,  of any Option or Stock
               Purchase  Right granted under the Plan.  The terms and conditions
               include,  but are not limited to, the exercise price, the time or
               times when  Options  or Stock  Purchase  Rights may be  exercised
               (which  may  be  based  on  performance  criteria),  any  vesting
               acceleration  or  waiver  of  forfeiture  restrictions,  and  any
               restriction or limitation  regarding any Option or Stock Purchase
               Right or  underlying  Common  Stock,  based  in each  case on the
               factors  as the  Administrator,  in  its  sole  discretion,  will
               determine;

          (vi) to determine  whether and under what  circumstances an Option may
               be settled in cash under subsection 9(e) instead of Common Stock;

          (vii)to reduce the  exercise  price of any Option to the then  current
               Fair Market  Value if the Fair Market  Value of the Common  Stock
               covered by the Option has declined  since the date the Option was
               granted;

          (viii) to initiate an Option Exchange Program;

          (ix) to prescribe, amend and rescind rules and regulations relating to
               the Plan,  including rules and regulations  relating to sub-plans
               established  for the  purpose of  qualifying  for  preferred  tax
               treatment under foreign tax laws;

          (x)  to allow  Optionees to satisfy  withholding  tax  obligations  by
               electing  to have the  Company  withhold  from the  Shares  to be
               issued on  exercise  of an Option or Stock  Purchase  Right  that
               number of Shares  having a Fair Market  Value equal to the amount
               required to be  withheld.  The Fair Market Value of the Shares to
               be withheld will be determined on the date that the amount of tax
               to be withheld is to be determined. All elections by Optionees to
               have Shares  withheld  for this  purpose will be made in the form
               and  under  the  conditions  as the  Administrator  may  consider
               necessary or advisable; and

          (xi) to  construe  and  interpret  the  terms of the  Plan and  awards
               granted pursuant to the Plan.

     (c)  Effect of Administrator's Decision. All decisions,  determinations and
          interpretations  of the Administrator will be final and binding on all
          Optionees.

5.  Eligibility.

     (a)  Non-statutory  Stock Options and Stock Purchase  Rights may be granted
          to Service  Providers.  Incentive Stock Options may be granted only to
          Employees.

     (b)  Each Option will be  designated  in the Option  Agreement as either an
          Incentive  Stock  Option or a  Non-statutory  Stock  Option.  However,
          notwithstanding the designation, to the extent that the aggregate Fair
          Market  Value of the  Shares  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  and any  Parent or
          Subsidiary)  exceeds  $100,000,  the  Options  will be treated as Non-
          statutory Stock Options.  For purposes of this Section 5(b), Incentive
          Stock  Options  will be taken into  account in the order in which they
          were  granted.  The Fair Market Value of the Shares will be determined
          as of the time the Option with respect to the Shares is granted.

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     (c)  Neither the Plan nor any Option or Stock Purchase Right will confer on
          any  Optionee  any right with  respect to  continuing  the  Optionee's
          relationship  as a  Service  Provider  with the  Company,  nor will it
          interfere in any way with his or her right or the  Company's  right to
          terminate the relationship at any time, with or without cause.

     (d)  The following limitations will apply to grants of Options:

                  (i)      No Service  Provider  will be granted,  in any fiscal
                           year of the  Company,  Options to purchase  more than
                           ___________ Shares.
                  (ii)     In  connection  with his or her  initial  service,  a
                           Service  Provider may be granted  Options to purchase
                           up to an additional  _________  Shares which will not
                           count against the limit set forth in  subsection  (i)
                           above.
                  (iii)    The   foregoing    limitations   will   be   adjusted
                           proportionately  in connection with any change in the
                           Company's capitalization as described in Section 12.
                  (iv)     If an Option is  cancelled in the same fiscal year of
                           the  Company in which it was  granted  (other than in
                           connection  with a  transaction  described in Section
                           12), the cancelled Option will be counted against the
                           limits set forth in  subsections  (i) and (ii) above.
                           For this purpose,  if the exercise price of an Option
                           is  reduced,  the  transaction  will be  treated as a
                           cancellation  of the  Option  and the  grant of a new
                           Option.

6. Term of Plan. The Plan will become effective on its adoption by the Board. It
will  continue in effect for a term of ten (10) years  unless  terminated  at an
earlier date under Section 14 of the Plan.

7.  Term of  Option.  The  term of each  Option  will be  stated  in the  Option
Agreement;  provided, however, that the term will be no more than ten (10) years
from the date of grant.  In the case of an Incentive  Stock Option granted to an
Optionee who, at the time the Option is granted,  owns stock  representing  more
than ten  percent  (10%) of the  voting  power  of all  classes  of stock of the
Company or any  Parent or  Subsidiary,  the term of the Option  will be five (5)
years from the date of grant or a shorter  term as may be provided in the Option
Agreement.

8.  Option Exercise Price and Consideration.

     (a)  Option Exercise Price.  The per share exercise price for the Shares to
          be issued on exercise of an Option will be the price as is  determined
          by the Administrator, but will be subject to the following:

                  (i)      In the case of an Incentive Stock Option
                           (A)      granted to an  Employee  who, at the time of
                                    grant of the Option, owns stock representing
                                    more than ten  percent  (10%) of the  voting
                                    power of all classes of stock of the Company
                                    or any Parent or  Subsidiary,  the  exercise
                                    price  will be no less than 110% of the Fair
                                    Market Value per Share on the date of grant.
                           (B)      granted to any other Employee, the per Share
                                    exercise  price will be no less than 100% of
                                    the Fair Market  Value per Share on the date
                                    of grant.
                  (ii)     In the case of a Non-statutory  Stock Option, the per
                           Share  exercise  price  will  be  determined  by  the
                           Administrator.  In the case of a Non-statutory  Stock
                           Option  intended  to  qualify  as  "performance-based
                           compensation" within the meaning of Section 162(m) of
                           the Code,  the per Share  exercise  price  will be no
                           less than 100% of the Fair Market  Value per Share on
                           the date of grant.

                  (iii)    Notwithstanding the foregoing, Options may be granted
                           with  a  per  Share  exercise  price  other  than  as
                           required   above   pursuant  to  a  merger  or  other
                           corporate transaction.


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     (b)  Consideration.  The  consideration  to be paid  for the  Shares  to be
          issued on exercise of an Option, including the method of payment, will
          be determined by the  Administrator  (and, in the case of an Incentive
          Stock  Option,   will  be  determined  at  the  time  of  grant).  The
          consideration may consist of:

                  (i)      cash,
                  (ii)     check,
                  (iii)    promissory note,
                  (iv)     other Shares which:
                           (A)      in the case of Shares  acquired  on exercise
                                    of  an  Option,   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 the  aggregate  exercise
                                    price of the  Shares as to which the  Option
                                    will be exercised,
                  (v)      consideration received by the Company under a
                           cashless exercise program implemented
                           by the Company in connection with the Plan, or
                  (vi)     any combination of the foregoing methods of payment.
                  In making its determination as to the type of consideration to
                  accept,  the Administrator  will consider if acceptance of the
                  consideration  may  be  reasonably  expected  to  benefit  the
                  Company.

9.  Exercise of Option.

     (a)  Procedure for Exercise;  Rights as a  Shareholder.  Any Option granted
          under the Plan will be exercisable  according to the terms of the Plan
          at the times,  and under any other  conditions  as  determined  by the
          Administrator  and set  forth  in the  Option  Agreement.  Unless  the
          Administrator  provides  otherwise,  vesting  of  Options  granted  to
          Officers  and  Directors  will be tolled  during any  unpaid  leave of
          absence. An Option may not be exercised for a fraction of a Share.

                  An  Option  will be  considered  exercised  when  the  Company
receives:
                  (i)     written or electronic notice of exercise (under the
                          Option Agreement) from the person entitled to exercise
                          the Option, and
                  (ii) full  payment  for the Shares  with  respect to which the
                  Option  is   exercised.   Full  payment  may  consist  of  any
                  consideration   and  method  of  payment   authorized  by  the
                  Administrator  and  permitted by the Option  Agreement and the
                  Plan. Shares issued on exercise of an Option will 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  will exist with respect
                  to the Shares, notwithstanding the exercise of the Option. The
                  Company will issue (or cause to be issued) the Shares promptly
                  after the Option is exercised.  No adjustment will be made for
                  a dividend  or other  right for which the record date is prior
                  to the date the  Shares  are  issued,  except as  provided  in
                  Section 12 of the Plan.

                  Exercise  of an Option in any manner will 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.

     (b)  Termination  of  Relationship  as a Service  Provider.  If an Optionee
          ceases to be a Service Provider,  the Optionee may exercise his or her
          Option  within  the  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  will  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  will  revert  to the Plan.  If,  after  termination,  the
          Optionee does not exercise his or her

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          Option within the time specified by the Administrator, the Option will
          terminate,  and the Shares  covered by the Option  will  revert to the
          Plan.

     (c)  Disability of Optionee. If an Optionee ceases to be a Service Provider
          as a result of the  Optionee's  Disability,  the Optionee may exercise
          his or her Option  within the  period of time as is  specified  in the
          Option  Agreement  to the  extent  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  will  remain
          exercisable   for  twelve  (12)  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  will  revert to the Plan.  If,  after
          termination,  the Optionee  does not exercise his or her Option within
          the time specified,  the Option will terminate, and the Shares covered
          by the Option will revert to the Plan.

     (d)  Death of Optionee.  If an Optionee dies while a Service Provider,  the
          Option may be  exercised  within the period of time as is specified in
          the Option  Agreement  to the extent  that the Option is vested on the
          date of death (but in no event later than the  expiration  of the term
          of the Option as set forth in the Option  Agreement) by the Optionee's
          estate or by a person who acquires the right to exercise the Option by
          bequest or  inheritance.  In the  absence of a  specified  time in the
          Option Agreement,  the Option will remain  exercisable for twelve (12)
          months following the Optionee's termination. If, at the time of death,
          the Optionee is not vested as to the entire Option, the Shares covered
          by the unvested portion of the Option will  immediately  revert to the
          Plan. If the Option is not so exercised within the time specified, the
          Option  will  terminate,  and the Shares  covered  by the Option  will
          revert to the Plan.

     (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 the terms and  conditions as the  Administrator  will establish and
          communicate to the Optionee at the time that the offer is made.

10.  Non-Transferability  of Options and Stock Purchase Rights.  The Options and
Stock  Purchase  Rights  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,  during  the  lifetime  of the
Optionee, only by the Optionee.

11.  Stock Purchase Rights.

     (a)  Rights to Purchase.  Stock Purchase Rights may be issued either alone,
          in addition to, or in tandem with other awards  granted under the Plan
          and/or cash awards made outside of the Plan.  After the  Administrator
          determines that it will offer Stock Purchase Rights under the Plan, it
          will  advise the  offeree in writing or  electronically  of the terms,
          conditions and restrictions related to the offer, including the number
          of Shares that the person will be entitled to  purchase,  the price to
          be paid,  and the time within  which the person must accept the offer.
          The offer will be accepted by execution of a Restricted Stock purchase
          agreement in the form determined by the Administrator.

     (b)  Repurchase Option. Unless the Administrator  determines otherwise, the
          Restricted   Stock  purchase   agreement  will  grant  the  Company  a
          repurchase   option   exercisable  on  the  voluntary  or  involuntary
          termination of the purchaser's service with the Company for any reason
          (including  death  or  disability).  The  purchase  price  for  Shares
          repurchased  pursuant to the Restricted Stock purchase  agreement will
          be the  original  price  paid  by the  purchaser  and  may be  paid by
          cancellation of any indebtedness of the purchaser to the Company.  The
          repurchase  option  will  lapse at the rate as the  Administrator  may
          determine.


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     (c)  Other Provisions. The Restricted Stock purchase agreement will contain
          any other terms,  provisions and conditions not inconsistent  with the
          Plan as may be determined by the Administrator in its sole discretion.

     (d)  Rights as a  Shareholder.  Once the Stock Purchase Right is exercised,
          the  purchaser  will have rights  equivalent to those of a shareholder
          and will be a  shareholder  when his or her purchase is entered on the
          records  of the duly  authorized  transfer  agent of the  Company.  No
          adjustment  will be made for a dividend  or other  right for which the
          record  date  is  prior  to the  date  the  Stock  Purchase  Right  is
          exercised, except as provided in Section 12 of the Plan.

12. Adjustments On Changes in Capitalization, Merger or Asset Sale.

     (a)  Changes  in  Capitalization.  Subject  to any  required  action by the
          stockholders  of the  Company,  the  number of shares of Common  Stock
          covered by each  outstanding  Option or Stock Purchase Right,  and the
          number of  shares  of Common  Stock  which  have been  authorized  for
          issuance  under the Plan but as to which no Options or Stock  Purchase
          Rights have yet been  granted or which have been  returned to the Plan
          on cancellation or expiration of an Option or Stock Purchase Right, as
          well  as  the  price  per  share  of  Common  Stock  covered  by  each
          outstanding  Option or Stock Purchase Right,  will 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  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 will not
          be   considered   to  have   been   "effected   without   receipt   of
          consideration."  The  adjustment  will  be made  by the  Board,  whose
          determination  in that respect will be final,  binding and conclusive.
          Except as expressly  provided in this Plan, no issuance by the Company
          of shares of stock of any class, or securities convertible into shares
          of stock of any class, will affect, and no adjustment will be made to,
          the number or price of shares of Common Stock  subject to an Option or
          Stock Purchase Right.

     (b)  Dissolution or Liquidation.  In the event of the proposed  dissolution
          or  liquidation  of the  Company,  the  Administrator  will notify the
          Optionee not less than fifteen (15) days prior to the proposed action.
          To the  extent it has not been  previously  exercised,  the  Option or
          Stock  Purchase  Right  will  terminate   immediately   prior  to  the
          consummation of the proposed action.

     (c)  Merger.  In the  event  of a  merger,  sale or  reorganization  of the
          Company with or into any other  corporation or  corporations or a sale
          of all or substantially  all of the assets or outstanding stock of the
          Company, in which transaction the Company's  stockholders  immediately
          prior to the transaction own  immediately  after the transaction  less
          than 50% of the equity securities of the surviving  corporation or its
          parent,  all  Options  that have not been  terminated  under the Stock
          Option  Agreement  that  will  become  vested  within 18 months of the
          closing  date  of  the  merger,   sale  or   reorganization   will  be
          accelerated.  In the  event of a merger  of the  Company  with or into
          another  corporation,  each outstanding Option or Stock Purchase Right
          may be assumed or an equivalent  option or right may be substituted by
          the successor  corporation  or a parent or subsidiary of the successor
          corporation.  If, in the event,  an Option or Stock  Purchase Right is
          not assumed or  substituted,  the Option or Stock  Purchase Right will
          terminate  as of the  date  of the  closing  of the  merger.  For  the
          purposes of this paragraph, the Option or Stock Purchase Right will be
          considered  assumed  if,  following  the  merger,  the Option or Stock
          Purchase  Right  confers the right to  purchase  or receive,  for each
          Share of Optioned  Stock subject to the Option or Stock Purchase Right
          immediately  prior to the merger,  the  consideration  (whether stock,
          cash,  or other  securities  or  property)  received  in the merger by
          holders of Common Stock for each Share held on the  effective  date of
          the  transaction   (and  if  the  holders  are  offered  a  choice  of
          consideration,  the type of  consideration  chosen by the holders of a
          majority of the outstanding Shares). If the consideration  received in
          the merger is not solely common stock of the successor  corporation or
          its Parent, the

                                       154

<PAGE>



          Administrator  may,  with the  consent of the  successor  corporation,
          provide for the  consideration  to be received on the  exercise of the
          Option or Stock  Purchase  Right,  for each  Share of  Optioned  Stock
          subject to the Option or Stock  Purchase  Right,  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.

13.  Non-Transferability of Options and Stock Purchase Rights. Unless determined
otherwise by the  Administrator,  an Option or Stock  Purchase  Right 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,  during the lifetime of the Optionee,  only by the  Optionee.  If the
Administrator makes an Option or Stock Purchase Right  transferable,  the Option
or Stock Purchase Right will contain all additional  terms and conditions as the
Administrator considers appropriate.

14. Time of Granting Options and Stock Purchase Rights.  The date of grant of an
Option or Stock Purchase Right will, for all purposes,  be the date on which the
Administrator  makes the  determination  granting  the Option or Stock  Purchase
Right,  or any other date as is determined by the  Administrator.  Notice of the
determination  will be given to each Service Provider to whom an Option or Stock
Purchase  Right is so  granted  within a  reasonable  time after the date of the
grant.

15. Amendment and Termination of the Plan.

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

     (b)  Shareholder  Approval.  The Board will obtain shareholder  approval of
          any Plan  amendment to the extent  necessary  and  desirable to comply
          with Applicable Laws.

     (c)  Effect  of  Amendment  or  Termination.   No  amendment,   alteration,
          suspension  or  termination  of the Plan will 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 will not affect
          the Administrator's  ability to exercise the powers granted to it with
          respect  to  Options  granted  under  the  Plan  prior  to the date of
          termination.

16.  Conditions On Issuance of Shares.

         (a)      Legal  Compliance.  Shares will not be issued  pursuant to the
                  exercise  of an Option  unless the  exercise of the Option and
                  the  issuance  and  delivery  of the Shares  will  comply with
                  Applicable Laws and will be further subject to the approval of
                  counsel for the Company with respect to such compliance.

         (b)      Investment Representations.  As a condition to the exercise of
                  an Option, the Administrator may require the person exercising
                  the Option to  represent  and  warrant at the time of exercise
                  that the Shares are being  purchased  only for  investment and
                  without any present intention to sell or distribute the Shares
                  if,  in  the  opinion  of  counsel  for  the  Company,  such a
                  representation is required.

17.  Inability  to Obtain  Authority.  The  inability  of the  Company to obtain
authority  from any  regulatory  body having  jurisdiction,  which  authority is
considered by the Company's  counsel to be necessary to the lawful  issuance and
sale of any Shares the Plan,  will  relieve  the  Company  of any  liability  in
respect of the  failure  to issue or sell the  Shares as to which the  requisite
authority may not have been obtained.

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




19.  Shareholder  Approval.  The  Plan  will  be  subject  to  approval  by  the
shareholders of the Company within twelve (12) months after the date the Plan is
adopted. Shareholder approval must be obtained in the degree and manner required
under Applicable Laws.


                                       155

<PAGE>



                                  MERILUS, INC.

                                 2000 STOCK PLAN

                             STOCK OPTION AGREEMENT


Unless otherwise  defined in this Stock Option  Agreement,  the terms defined in
the 2000 Stock Plan will have the same  defined  meanings  in this Stock  Option
Agreement.

1.  Notice of Stock Option Grant.

         Name: ______________________________ "Optionee"

The Optionee has been granted an Option to purchase Common Stock of the Company,
subject to the terms and  conditions of the Plan and this Option  Agreement,  as
follows:

         Date of Grant: __________________________

         Vesting Commencement Date: _____________"VCD"

         Exercise Price per Share: _________________

         Total Number of Shares Granted: __________ Number of shares

         Total Exercise Price: _____________________Total Price

         Type of Option: _________________________ Incentive Stock Option

              _________________________ Non-statutory Stock Option

         Term/Expiration Date: ___________________

         Vesting Schedule:

         The vesting  schedule shall be determined by the  Administrator  in its
sole discretion.

         Termination Period:

         This Option will be exercisable  for one month after Optionee ceases to
         be a Service Provider.  On Optionee's death or Disability,  this Option
         may be  exercised  for one year after  Optionee  ceases to be a Service
         Provider.  In no event may  Optionee  exercise  this  Option  after the
         Term/Expiration Date as provided above.

2.  Agreement.

         1.       Grant of Option.  The Plan Administrator of the Company grants
                  to the Optionee named in the Notice of Grant (the "Optionee"),
                  an option (the  "Option") to purchase the number of Shares set
                  forth in the Notice of Grant,  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  by  reference.  Subject to Section  14(c) of the
                  Plan,  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 will prevail.

                                       156

<PAGE>




                  If  designated  in the Notice of Grant as an  Incentive  Stock
                  Option  ("ISO"),  this  Option is  intended  to  qualify as an
                  Incentive  Stock Option as defined in Section 422 of the Code.
                  Nevertheless,  to the extent that it exceeds the $100,000 rule
                  of Code  Section  422(d),  this  Option  will be  treated as a
                  Non-statutory Stock Option ("NSO").

         2.       Exercise of Option.

               (i)  Right to Exercise.  This Option will be  exercisable  during
                    its term under the Vesting Schedule set out in the Notice of
                    Grant  and with the  applicable  provisions  of the Plan and
                    this Option Agreement.

               (ii) Method of  Exercise.  This  Option  will be  exercisable  by
                    delivery  of an  exercise  notice  in the form  attached  as
                    Exhibit  A (the  "Exercise  Notice")  which  will  state the
                    election to exercise  the Option,  the number of Shares with
                    respect  to which  the  Option is being  exercised,  and any
                    other  representations  and agreements as may be required by
                    the Company.  The  Exercise  Notice will be  accompanied  by
                    payment of the aggregate  Exercise Price as to all Exercised
                    Shares.  This Option will be  considered  to be exercised on
                    receipt by the Company of a fully executed  Exercise  Notice
                    accompanied by the aggregate Exercise Price.

                  No Shares will be issued pursuant to the exercise of an Option
                  unless the  issuance  and exercise  complies  with  Applicable
                  Laws. Assuming compliance,  for income tax purposes the Shares
                  will be considered  transferred to the Optionee on the date on
                  which the Option is exercised with respect to the Shares.

3. Method of Payment.  Payment of the aggregate Exercise Price will be by any of
the  following,  or a  combination  of the  following,  at the  election  of the
Optionee:

     (a)  cash or check;

     (b)  consideration received by the Company under a formal cashless exercise
          program adopted by the Company in connection with the Plan; or

     (c)  surrender of other Shares which:

          (i)  in the case of Shares  acquired on  exercise  of an option,  have
               been  owned by the  Optionee  for more than six (6) months on the
               date of surrender, and

          (ii) have a Fair Market  Value on the date of  surrender  equal to the
               aggregate Exercise Price of the Exercised Shares.

4. Restrictions on Exercise. This Option may not be exercised until such time as
the  Plan  has been  approved  by the  shareholders  of the  Company,  or if the
issuance of the Shares on the exercise or the method of payment of consideration
for the shares would constitute a violation of any Applicable Law.

5.  Non-Transferability  of Option.  This Option may not be  transferred  in any
manner  otherwise than by will or by the laws of descent or distribution and may
be exercised during the lifetime of Optionee only by Optionee.  The terms of the
Plan and this Option Agreement will be binding on the executors, administrators,
heirs, successors and assigns of the Optionee.

6. Term of Option.  This Option may be exercised only within the term set out in
the Notice of Grant,  and may be  exercised  during the term only under the Plan
and the terms of this Option.

7. Tax  Consequences.  Set forth below is a brief summary as of the date of this
Option of some of the  federal tax  consequences  of exercise of this Option and
disposition of the Shares. THIS SUMMARY IS NECESSARILY  INCOMPLETE,  AND THE TAX
LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE

                                      157

<PAGE>



SHOULD CONSULT A TAX ADVISER BEFORE  EXERCISING  THIS OPTION OR DISPOSING OF THE
SHARES.

          (a)  Exercise  of NSO.  There  may be a  regular  federal  income  tax
               liability on the exercise of an NSO. The Optionee will be treated
               as having  received  compensation  income  (taxable  at  ordinary
               income tax rates) equal to the excess, if any, of the Fair Market
               Value of the  Shares on the date of  exercise  over the  Exercise
               Price.  If  Optionee is an  Employee  or a former  Employee,  the
               Company will be required to withhold from Optionee's compensation
               or  collect  from  Optionee  and  pay  to the  applicable  taxing
               authorities  an  amount  in cash  equal to a  percentage  of this
               compensation  income at the time of  exercise,  and may refuse to
               honor  the  exercise   and  refuse  to  deliver   Shares  if  the
               withholding amounts are not delivered at the time of exercise.

          (b)  Exercise of ISO. If this Option  qualifies as an ISO,  there will
               be no regular federal income tax liability on the exercise of the
               Option,  although the excess, if any, of the Fair Market Value of
               the Shares on the date of exercise  over the Exercise  Price will
               be treated as an  adjustment to the  alternative  minimum tax for
               federal  tax  purposes  and  may  subject  the  Optionee  to  the
               alternative minimum tax in the year of exercise.

          (c)  Disposition of Shares.  In the case of an NSO, if Shares are held
               for not less than one year,  any gain realized on  disposition of
               the Shares will be treated as long-term  capital gain for federal
               income tax purposes. In the case of an ISO, if Shares transferred
               pursuant  to the Option are held for not less than one year after
               exercise  and of not less than two years after the Date of Grant,
               any gain  realized  on  disposition  of the  Shares  will also be
               treated  as  long-term   capital  gain  for  federal  income  tax
               purposes. If Shares purchased under an ISO are disposed of within
               one year after exercise or two years after the Date of Grant, any
               gain realized on such disposition will be treated as compensation
               income  (taxable at ordinary  income  rates) to the extent of the
               difference between the Exercise Price and the lesser of:

               (i)  the Fair Market Value of the Shares on the date of exercise,
                    or

               (ii) the sale price of the Shares.  Any  additional  gain will be
                    taxed as capital gain,  short-term or long-term depending on
                    the period that the ISO Shares were held.

         (d)      Notice of  Disqualifying  Disposition  of ISO  Shares.  If the
                  Option granted to Optionee is an ISO, and if Optionee sells or
                  otherwise  disposes of any of the Shares acquired  pursuant to
                  the ISO on or before the later of:

               (i)  the date two years after the Date of Grant, or

               (ii) the date one year after the date of  exercise,  the Optionee
                    will  immediately  notify  the  Company  in  writing of such
                    disposition.

                  Optionee  agrees  that  Optionee  may be subject to income tax
                  withholding  by  the  Company  on  the   compensation   income
                  recognized by the Optionee.

8. Entire Agreement;  Governing Law. The Plan is incorporated by reference.  The
Plan and this Option  Agreement  constitute the entire  agreement of the parties
and supersede in their  entirety all prior  undertakings  and  agreements of the
Company and Optionee with respect to Options and Stock Purchase Rights,  and may
not be  modified  adversely  to the  Optionee's  interest  except  by means of a
writing  signed by the Company and Optionee.  This  agreement is governed by the
internal substantive laws but not the choice of law rules of Nevada.

9. No Guarantee of Continued Service.  OPTIONEE ACKNOWLEDGES AND AGREES THAT THE
VESTING OF SHARES PURSUANT TO THE APPLICABLE  VESTING SCHEDULE IS EARNED ONLY BY
CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT
OF BEING  HIRED,  BEING  GRANTED  THIS OPTION OR  ACQUIRING  SHARES  HEREUNDER).
OPTIONEE FURTHER  ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT,  THE TRANSACTIONS
CONTEMPLATED  HEREUNDER AND THE ATTACHED  VESTING  SCHEDULE DO NOT CONSTITUTE AN
EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE

                                       158

<PAGE>



VESTING  PERIOD,  FOR ANY PERIOD,  OR AT ALL, AND WILL NOT  INTERFERE IN ANY WAY
WITH  OPTIONEE'S   RIGHT  OR  THE  COMPANY'S   RIGHT  TO  TERMINATE   OPTIONEE'S
RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

Optionee  acknowledges  receipt of a copy of the Plan and represents  that he or
she is familiar  with the terms and  provisions  of the Plan,  and accepts  this
Option  subject to all of the terms and  provisions  of the Plan.  Optionee  has
reviewed the Plan and this Option in their  entirety,  has had an opportunity to
obtain  the  advice  of  counsel  prior  to  executing  this  Option  and  fully
understands all provisions of the Option.  Optionee agrees to accept as binding,
conclusive and final all decisions or  interpretations  of the  Administrator on
any questions arising under the Plan or this Option.  Optionee further agrees to
notify the Company on any change in the residence address indicated below.


OPTIONEE:                                 MERILUS, INC.

---------------------------------         ---------------------------------
Signature                                 By:_______________________

---------------------------------         ---------------------------------
Print Name                                Title
---------------------------------
Social Security Number

Residential Address:

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

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


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


                                CONSENT OF SPOUSE

The  undersigned  spouse  of  Optionee  has  read and  approves  the  terms  and
conditions  of the Plan and  this  Option  Agreement.  In  consideration  of the
Company's  granting his or her spouse the right to purchase  Shares as set forth
in the Plan and this Option Agreement,  the undersigned agrees to be irrevocably
bound by the terms and  conditions  of the Plan and this  Option  Agreement  and
further agrees that any community  property  interest shall be similarly  bound.
The undersigned  appoints the undersigned's  spouse as attorney-in-fact  for the
undersigned  with respect to any  amendment or exercise of rights under the Plan
or this Option Agreement.



---------------------------------
Spouse of Optionee


                                       159

<PAGE>



                                    EXHIBIT A

                                 2000 STOCK PLAN
                                 EXERCISE NOTICE

Merilus, Inc.
721 E. Madison
Villa Park, Illinois 60181

     1.  Exercise  of Option.  Effective  as of today,  ___________,  20__,  the
undersigned  ("Optionee")  elects to  exercise  Optionee's  option  to  purchase
_________  shares of the Common  Stock (the  "Shares")  of  Merilus,  Inc.  (the
"Company")  under and pursuant to the 2000 stock plan (the "Plan") and the stock
option  agreement dated ________,  20__ (the "Option  Agreement").  The purchase
price for the Shares shall be $________, as required by the Option Agreement.

     2.  Delivery of Payment.  Purchaser  has  delivered to the Company the full
purchase price of the Shares.

     3.  Representations  of Optionee.  Optionee  acknowledges that Optionee has
received,  read and understood  the Plan and the Option  Agreement and agrees to
abide by and be bound by their terms and conditions.

     4. Rights as Shareholder. Until the issuance of the Shares (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  will exist with  respect to the Optioned  Stock,
notwithstanding  the  exercise of the  Option.  The Shares will be issued to the
Optionee as soon as  practicable  after the Option is  exercised.  No adjustment
will be made for a dividend or other right for which the record date is prior to
the date of issuance except as provided in Section 12 of the Plan.

     5. Tax Consultation.  Optionee understands that Optionee may suffer adverse
tax  consequences  as a result of  Optionee's  purchase  or  disposition  of the
Shares. Optionee represents that Optionee has consulted with any tax consultants
Optionee  considers  advisable in connection with the purchase or disposition of
the Shares and that Optionee is not relying on the Company for any tax advice.

     6.  Interpretation.  Any  dispute  regarding  the  interpretation  of  this
Exercise  Notice will be submitted by Optionee or by the Company  immediately to
the Administrator which will review the dispute at its next regular meeting. The
resolution  of a dispute by the  Administrator  will be final and binding on all
parties.

     7.  Entire  Agreement/Governing  Law.  The Plan and  Option  Agreement  are
incorporated by reference.  This Exercise Notice, the Plan, the Option Agreement
and the Investment  Representation  Statement constitute the entire agreement of
the parties  concerning Options and Stock Purchase Rights and supersede in their
entirety  all prior  undertakings  and  agreements  of the Company and  Optionee
concerning  Options and Stock Purchase Rights, and may not be modified adversely
to the  Optionee's  interest  except by means of a writing signed by the Company
and Optionee.  This Exercise Notice is governed by the internal substantive laws
but not the choice of law rules, of Nevada.


                                       160

<PAGE>




Submitted By:                                Accepted By:

OPTIONEE:                                    MERILUS, INC.

---------------------------------            ---------------------------------
Signature                                    By:_______________________

---------------------------------            ---------------------------------
Print Name                                   Title
---------------------------------
Social Security Number
                                             Date Received: ____________________