INFOACTIV, INC.
                             2000 STOCK OPTION PLAN



      1.  Purpose.  The purpose of this  InfoActiv,  Inc. 2000 Stock Option Plan
(the "Plan") is to provide a means  whereby  InfoActiv,  Inc. and any present or
future subsidiaries (collectively referred to as the "Company") may, through the
grant of options to purchase  shares of the Company's  common  stock,  $.001 par
value per share (the "Common  Stock"),  attract and retain persons of ability as
key employees,  members of the Board of Directors and  consultants  and motivate
such individuals to exert their best efforts on behalf of the Company.

      2. Shares Subject to the Plan.  Options may be granted by the Company from
time to time to eligible  individuals to purchase an aggregate of 500,000 shares
of Common Stock and 500,000 of such shares shall be reserved for options granted
under the Plan (subject to  adjustment as provided in Section 5(h) hereof).  The
shares issued upon  exercise of options  issued under the Plan may be authorized
and unissued shares or shares held by the Company in its treasury. If any option
granted  under the Plan shall  terminate or expire,  new options  covering  such
shares may thereafter be granted to other eligible individuals.

      3. Eligibility.  Options may be granted under the Plan to employees of the
Company,  including  officers,  who  are  designated  as  key  employees  by the
Committee  (as defined in Section 4 hereof).  Members of the Board of  Directors
and consultants of the Company  selected by the Committee shall also be eligible
to receive options under the Plan.


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      4.  Administration  of the Plan.  This  Plan  shall be  administered  by a
committee (the  "Committee")  of at least two members of the Board of Directors,
as  appointed  from time to time.  Any action of the  Committee  with respect to
administration  of the Plan shall be taken  pursuant to (i) a majority vote at a
meeting of the Committee  (to be  documented by minutes),  or (ii) the unanimous
written consent of its members.

      Subject  to the  provisions  of the Plan,  the  Committee  shall  have the
authority to:

            (a)  determine  and  designate  from  time  to time  those  eligible
      individuals  to whom options are to be granted and the number of shares to
      be optioned to each individual; provided, however, that no option shall be
      granted after the expiration of the period of ten years from the effective
      date of the Plan specified in Section 10 hereof;

            (b)  determine the time or times and the manner in which each option
      shall be exercisable and the duration of the exercise period;

            (c) extend the term of any option (including  extension by reason of
      any optionee's death,  permanent disability or retirement);  and

            (d) issue options  under the Plan either as incentive  stock options
      in accordance with the requirements of Section 422 of the Internal Revenue
      Code of 1986, as amended (the "Code"), or as nonstatutory options.

      The Committee may  interpret  the Plan,  prescribe,  amend and rescind any
rules and  regulations  necessary or appropriate for the  administration  of the
Plan, and make such other  determinations  to take such other action as it deems
necessary or advisable.  Any interpretation,  determination or other action made
or taken by the Committee shall be final, binding and conclusive.

      5. Terms and  Conditions  of Options.  Each option  granted under the Plan
shall be  evidenced  by an  agreement,  in form and  substance  approved  by the
Committee from time to time, which


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shall be subject to the following express terms and conditions and to such other
terms and conditions as the Committee may deem appropriate:

            (a) Option Period.  Each option  agreement  shall specify the period
      for which the option  thereunder  is granted  and shall  provide  that the
      option  shall expire at the end of such period.  No option  granted  under
      this Plan may be  exercisable  after the  expiration of ten years from the
      date the option is granted;  provided,  however, that any incentive option
      granted to any person  owning more than 10 percent of the voting  power of
      all classes of any member of the Company's  stock shall not be exercisable
      after the expiration of five years from the date such option is granted.

            (b) Option Price.  The option price per share shall be determined by
      the  Committee at the time any option is granted,  provided  that,  to the
      extent  that any  options  are  intended  to  qualify as  incentive  stock
      options, the option price per share shall not be less than the fair market
      value of a share of Common  Stock on the date the  option is  granted,  as
      determined by the Committee.

            (c) Exercise of Option.

                  (1) In the case of an optionee who is an employee,  no part of
            any option may be exercised  until the optionee  shall have remained
            in the employ of the Company for such period after the date on which
            the  option is granted as the  Committee  may  specify in the option
            agreement,  and until  such other  conditions  as  specified  in the
            option agreement shall have been satisfied.  Subject in each case to
            the provisions of paragraphs (a) through (c) and (e) of this Section
            5, any option may be  exercised,  to the extent  exercisable  by its
            terms,  at such time or times as may be  determined by the Committee
            at the time of grant.

                  (2) In the case of an optionee who is a Member of the Board of
            Directors or a  consultant,  the Committee may specify in the option
            agreement any  requirement  as to the period of time after the grant
            of the option that the optionee is required to be a member of


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            the Board of  Directors  or a  consultant  to the  Company  or other
            conditions   which   shall  be   satisfied   before  the  option  is
            exercisable,  in whole or in part.  Any option may be exercised,  to
            the extent exercisable by its terms, at such time or times as may be
            determined  by the  Committee  at the  time  of  grant.  The  option
            agreement  may also  specify  the  extent  to which  the  option  is
            exercisable in the event of the death or disability of the optionee,
            by whom the option is exercisable, and the requirements for exercise
            of the option in either of such events.

            (d) Payment of Purchase Price upon  Exercise.  The purchase price of
      the shares as to which an option shall be  exercised  shall be paid to the
      Company in full at the time of exercise.

            (e) Termination of Employment. Any option agreement with an employee
      under this Plan shall provide that:

                  (1) If  prior  to the  expiration  date  of  the  option  (the
            "expiration  date") the  employee  shall for any reason  whatsoever,
            other than (i) his  authorized  retirement  as defined in (2) below,
            (ii) his permanent and total  disability as defined in (3) below, or
            (iii)  his  death,  cease  to  be  employed  by  the  Company,   any
            unexercised  portion  of  the  option  granted  shall  automatically
            terminate;

                  (2) If prior to the  expiration  date,  the employee shall (i)
            retire  upon  or  after  reaching  the  age  which  at the  time  of
            retirement is established as the normal retirement age for employees
            of the Company  (such normal  retirement  age now being 65 years) or
            (ii) with the written  consent of the Company  retire  prior to such
            age on account of physical  or mental  disability  (such  retirement
            pursuant  to  (i)  or  (ii)  hereof  being  deemed  an   "authorized
            retirement")  any unexercised  portion of the option shall expire at
            the end of three months after such authorized retirement, and during
            such three month period the employee may exercise all or any part of
            the then unexercised portion of the option;


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                  (3) If prior to the expiration date, the employee shall become
            permanently  and  totally  disabled  (within  the meaning of Section
            22(e)(3) of the Code) any  unexercised  portion of the option  shall
            expire at the end of twelve months after  termination  of employment
            from the Company due to such permanent and total disability; and

                  (4) If prior to the  expiration  date,  the employee shall die
            (at a time when he is an  employee  of the  Company or within  three
            months after his (i) authorized  retirement or (ii)  termination due
            to permanent and total disability), the legal representatives of his
            estate or a legatee  or  legatees  shall have the  privilege,  for a
            period of six months after his death,  of exercising all or any part
            of the then unexercised  portion of the option.  Nothing in (2), (3)
            or (4) shall  extend  the time for  exercising  any  option  granted
            pursuant to the Plan beyond the expiration date.

            (f) Transferability of Options. To the extent required by applicable
      law  including  the Code,  no option  granted  under the Plan and no right
      arising under any such option shall be transferable  other than by will or
      by the laws of descent  and  distribution  and during the  lifetime of the
      optionee an option shall be exercisable only by him.

            (g) Investment Representation.  Each option agreement may contain an
      undertaking  that, upon demand by the Committee for such a representation,
      the optionee  (or any person  acting  under  Section  5(e)  hereof)  shall
      deliver  to the  Committee  at the  time of any  exercise  of an  option a
      written  representation  that the shares to be acquired upon such exercise
      are to be acquired for investment and not for resale or with a view to the
      distribution  thereof.  Upon such demand,  delivery of such representation
      prior to the delivery of any shares  issued upon exercise of an option and
      prior  to the  expiration  of  the  option  period  shall  be a  condition
      precedent  to the right of the  optionee of such other  person to purchase
      any shares.


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            (h)  Adjustments in Event of Change in Common Stock. In the event of
      any  change  in  the  Common  Stock  by  reason  of  any  stock  dividend,
      recapitalization,   reorganization,   merger,   consolidation,   split-up,
      combination or exchange of shares,  or rights  offering to purchase Common
      Stock at a price  substantially below fair market value, or of any similar
      change  affecting  the Common  Stock,  the number and kind of shares which
      thereafter may be optioned and sold under the Plan and the number and kind
      of shares  subject  to option in  outstanding  option  agreements  and the
      purchase  price  per  share  thereof  shall  be   appropriately   adjusted
      consistent  with such  change in such  manner  as the  Committee  may deem
      equitable to prevent  substantial  dilution or  enlargement  of the rights
      granted to, or available for, participants in the Plan.

            (i) Optionees to Have No Rights as a Stockholder.  No optionee shall
      have any rights as a stockholder with respect to any shares subject to his
      option  prior to the date on which he is  recorded  as the  holder of such
      shares on the records of the Company.

            (j) Plan and Option Not to Confer Rights with Respect to Continuance
      of  Employment.  The Plan and any option  granted under the Plan shall not
      confer  upon any  optionee  any  right  with  respect  to  continuance  of
      employment  by the Company,  nor shall they  interfere in any way with the
      right of the Company to terminate his employment at any time.

      6.  Limitation.  Incentive  stock  options  shall not be granted under the
Plan,  which first become  exercisable in any calendar year and which permit the
optionee to purchase  shares of the Company having an aggregate  value in excess
of $100,000, determined at the time of the grant of the options. No optionee may
exercise  incentive  stock  options  during a calendar  year for the purchase of
shares  having an  aggregate  fair market value  (determined  at the time of the
grant of the  options)  exceeding  $100,000,  except and to the extent that such
options were first exercisable in preceding calendar years.


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      7. Purchase Price.  The purchase price for a share of the stock subject to
any option  granted  hereunder  shall be determined by the Committee at the time
the option is  granted,  provided  that,  to the  extent  that any  options  are
intended to qualify as incentive stock options, the option price per share shall
not be less than the fair market  value of the stock on the date of grant of the
option,  said fair market  value to be  determined  in good faith at the time of
grant of such option by decision of the Committee;  and, further provided,  that
in the case of an incentive  option  granted to any person then owning more than
10 percent of the  voting  power of all  classes  of the  Company's  stock,  the
purchase  price per share of the stock  subject to option shall be not less than
110  percent of the fair  market  value of the stock on the date of grant of the
option, determined in good faith as aforesaid.

      8. Compliance with Laws and Regulations.  The Plan, the grant and exercise
of options  thereunder,  and the  obligation  of the Company to sell and deliver
shares under such options,  shall be subject to all applicable federal and state
laws,  including any withholding tax requirements,  rules and regulations and to
such  approvals by any government or regulatory  agency as may be required.  The
Company shall not be required to issue or deliver any certificates for shares of
Common  Stock  prior  to (i) the  collection  of an  amount  from  the  optionee
sufficient to satisfy any withholding tax requirements; (ii) the listing of such
shares on any stock  exchange on which the Common Stock may then be listed;  and
(iii) the completion of any  registration or  qualification of such shares under
any federal or state law, or any ruling or  regulation  of any  government  body
which the Company shall,  in its sole  discretion,  determine to be necessary or
advisable.

      9. Amendment or  Discontinuance of the Plan. The Board of Directors of the
Company may at any time amend,  suspend or terminate the Plan; provided however,
that,  subject to the provisions of Section 5(h) hereof,  no action of the Board
may (i) increase the number of shares reserved


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for options  pursuant to Section 2 hereof,  and (ii) permit the  granting of any
option at an option price less than that  determined in accordance  with Section
5(b)  hereof.  Without  the  written  consent  of  an  optionee,  no  amendment,
discontinuance  or  termination  of the Plan  shall  alter or impair  any option
previously granted to him under the Plan.

      10. Effective Date of the Plan and Jurisdiction. The effective date of the
Plan shall be the date of its adoption by the Board of Directors, subject to its
approval by the  shareholders  within twelve months of the date of its adoption.
Notwithstanding the foregoing, if the Plan shall have been approved by the Board
prior to such stockholder  approval,  options may be granted by the Committee as
provided herein subject to such subsequent  stockholder approval. The Plan shall
be governed by the laws of the State of Delaware.

      11.  Name.  The Plan  shall be known as the  "InfoActiv,  Inc.  2000 Stock
Option Plan."


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