NON-QUALIFIED STOCK OPTION AGREEMENT


        AGREEMENT made as of the __th day of ______ 2___, between  ETRAVNET.COM,
Inc., a New York  corporation,  (hereinafter  called the "Company") and ________
(hereinafter called "Optionee").

                              W I T N E S S E T H:
                               - - - - - - - - - -

        Whereas,  the Company,  for the purposes stated  therein,  has adopted a
2000  Stock  Option  Plan,  a copy of which is  annexed  hereto as  Exhibit  "A"
(hereinafter called the "Plan"); and

        Whereas,  in  accordance  with  said  Plan the  Board of  Directors  has
determined  that  Optionee  is  eligible  for and  should be  granted  an option
pursuant to said Plan as herein below  provided,  and  Optionee  desires to have
such option;

        Now,  Therefore,  in  consideration  of  the  premises  and  the  mutual
covenants hereinafter set forth, the parties hereto agree as follows:

     1. Grant and Exercise of Option.  The Company  hereby grants to Optionee an
option to purchase a total of  _________shares  of the  authorized  and unissued
Common Stock of the Company.

     2. The  Directors  of the  company  has  elected  to have Jay Haft act as a
consultant,  advisor and a member of the Board and we have agreed to  compensate
Mr.  Haft by  providing  him  with  stock  options  based on the  length  of the
consulting agreement.  At the company's sole discretion at the beginning of each
six month  period  beginning ______ __, 2___ we will provide Optionee with stock
options of ______ shares having a par value of $____ per share,  at the price of
$____ per share (the "Option"). For each subsequent sixth month period extending
for up to four option dates totally we will grant stock options of ______ shares
for each period as described above. Prior to any six month period based on dates
indicates  below the company has the right at it's sole  discretion to terminate
the  agreement,  and no further  stock  options will be issued for the remaining
period of the consulting agreement.

        (a) The  within  option  may be  exercised  before  ____ (_) years  (the
"Expiration  Date") and, within such period,  only at the following times and in
the following amounts:

            (i) At the  beginning  of the first six month period as of ______ _,
2___,   the   Option  may  be   exercised   to  the  extent  of  not  more  than
______shares of Common Stock granted in Paragraph 1 hereof:

            (ii)  At the  beginning  of the  second  sixth  month  period  dated
________ _, 2___ of this Agreement, the option may be exercised to the extent of
not more than  ________shares  of Common  Stock  granted  in  Paragraph  1
hereof;

            (iii) At the  beginning of the fourth  sixth month period  beginning
____________ ____,2_____  of  the   Agreement, the  option may  be exercised for
___________shares of Common Stock granted in Paragraph 1 hereof.



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            (iiii) At the  beginning of the fourth sixth month period  beginning
________ __, 2___ of this  Agreement,  the  option may be  exercised  for ______
shares of Common Stock granted in Paragraph 1 hereof.

        (b) The within  Option may be  thereafter  exercised  in each  instance,
during its lifetime  shall vest in  increments as issued and under certain other
circumstances as set forth in Section 6 of the Plan.

        (c) Each  exercise  of the within  Option  shall be by  delivery  to the
Company,  at its then principal office (attention of the Secretary),  of written
notice stating the number of shares of Common Stock to be purchased, accompanied
by payment  in full of the  option  price of such  shares of Common  Stock.  The
option price shall be payable in United  States  dollars in cash or by certified
check, bank draft,  postal or express money order;  provided,  however,  that in
lieu of payment in full in cash, an Optionee may, with the approval of the Board
or the Committee,  exercise the within Option by tendering to the Company shares
of Common  Stock owned by him and having a Fair  Market  Value equal to the cash
exercise price (or the balance thereof) applicable to the within Option.

        (d) In the event of each  exercise  of the within  Option,  the  Company
shall deliver to the Optionee,  personally or at his designated address, as soon
as practicable,  a certificate made out to the Optionee for the number of shares
being purchased.

        (e) The within  Option is not intended to be an  Incentive  Stock Option
under Section 422 of the Internal Revenue Code of 1986, as amended.

        (f) If at any time,  the  Company  or any  Subsidiary  or  Affiliate  is
required,  under  applicable laws and regulations,  to withhold,  or to make any
deduction for any taxes,  or take any other action in connection with any Option
exercise,  the  Optionee  shall  be  required  to  pay to the  Company  or  such
Subsidiary or Affiliate, the amount of any taxes required to be withheld, or, in
lieu thereof,  at the option of the Company,  the Company or such  Subsidiary or
Affiliate may accept Common Stock valued at its Fair Market Value on the date of
payment, to cover the amount required to be withheld.

     3.  Non-Transferability  of Option. The Option granted under this Agreement
shall not be  transferable  otherwise  than by will or the laws of  descent  and
distribution.

     4. Death,  Retirement,  Disability  and  Termination  of  Employment.  Upon
termination of all employment by Total Disability, the Optionee may exercise the
Option at any time  within one (1) year  thereafter,  but only to the extent the
Option is exercisable on the date of such termination.

        In the  event of the  death of the  Optionee  while an  employee  of the
Company or any Subsidiary,  the Optionee's estate or any person who acquires the
right to exercise the Option by bequest or inheritance or by reason of the death
of the Optionee may exercise the Optionee's Option at any time within the period
of one (1) year from the date of death.



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        Notwithstanding the foregoing  provisions  regarding the exercise of the
Option,  in the  event  of  death,  Total  Disability  or other  termination  of
employment,  in no event  shall the  Option be  exercisable  in whole or in part
after the Expiration Date provided in Paragraph 1, above.

     5. Adjustments Due to Stock Splits, Mergers, Consolidation, Etc. If, at any
time, the Company shall take any action, whether by stock dividend, stock split,
combination  of  shares  of  Common  Stock  or  otherwise,  which  results  in a
proportionate  increase  or  decrease  in the  number of shares of Common  Stock
theretofore issued and outstanding,  the number of shares which are reserved for
issuance  under the Plan and the  number  of shares  which,  at such  time,  are
subject to this Option shall, to the extent deemed appropriate by the Committee,
be increased or decreased in the same proportion,  provided,  however,  that the
Company shall not be obligated to issue fractional shares.

        Likewise, in the event of any change in the outstanding shares of Common
Stock by reason of any recapitalization, merger, consolidation,  reorganization,
combination or exchange of shares or other corporate change, the Committee shall
make such substitution or adjustments, if any, as it deems to be appropriate, as
to the number or kind of shares of Common  Stock or other  securities  which are
reserved for issuance under the Plan and the number of shares of Common Stock or
other securities which, at such time are subject to this Option.

        In the event of a Change in Control,  (a) the within Option shall, for a
period of sixty (60) days following such Change in Control,  become  immediately
and fully  exercisable,  and (b) the Optionee will be permitted to surrender for
cancellation  within sixty (60) days after such Change in Control this Option or
portion of this Option  which was granted  more than six (6) months prior to the
date of such surrender,  to the extent not yet exercised,  and to receive a cash
payment in an amount  equal to the excess,  if any, of the Fair Market Value (on
the date of  surrender)  of the shares of Common Stock  subject to the Option or
portion thereof  surrendered,  over the aggregate exercise price for such Shares
under this Option or portion thereof surrendered.

     6. Purchase for Investment.  The Optionee represents,  on behalf of himself
and the person or persons  referred to in Paragraph 3 above,  that any shares of
Common Stock purchased pursuant to this Agreement will be acquired in good faith
for  investment  and not for resale or  distribution,  and Optionee on behalf of
himself and said person or persons,  agrees that each notice of the  exercise of
the within Option shall contain or be accompanied by a representation in writing
signed  by him or  said  person  or  persons,  as  the  case  may  be,  in  form
satisfactory  to the  Company,  that the shares of Common  Stock to be purchased
pursuant  to such  notice are being so  acquired  and will not be sold except in
compliance with applicable securities laws. The requirements of this Paragraph 5
may be waived by the  Company if the Company  shall have  received an opinion of
its counsel that such representation is not required.

     7. Binding  Effect of the Plan.  Optionee  represents  that he has read and
understands  the Plan and agrees to be bound by all of the terms and  conditions
thereof.



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     8. Capitalized  Terms. The capitalized terms used herein without definition
are used as defined in the Plan.

        In Witness Whereof, the parties hereto have duly executed this Agreement
as of the day and year first above written.

                                            ETRAVNET.COM, Inc.


                                       By: _____________________________________


                                            ____________________________________
                                            _________________, Optionee