E-3


                                   STOCK PLAN
                                   ----------


THIS  STOCK  PLAN  ("Plan")  is  made  effective  as  of  December  7, 2000,  by
FOREFRONT, INC.  ("Company"), for various consultants as designated by the Board
("Consultants"  and  each  a  "Consultant").


                                R E C I T A L S:
                                ----------------

     The  Company  wishes  to  grant,  and  the  Consultants wish to receive, as
compensation  for  consultation  services  to  the Company, a total of 1,000,000
Shares  of the common stock of the Company ("Common Stock"), all pursuant to the
provisions  set  forth  herein;

     NOW,  THEREFORE,  in  consideration  of  the  sum  of Ten ($10.00) Dollars,
premises,  mutual  promises,  covenants,  terms and conditions herein, and other
good  and  valuable  considerations,  the  receipt  and sufficiency of which are
hereby  acknowledged  by  the  parties,  the  parties  agree  as  follows:

     1.  Grant  of  Shares.  The Company hereby grants to the Consultants shares
         -----------------
of  Common  Stock  (the  "Shares")  in  the  Company.

     2.  Services.  Consultants have been engaged by the Company and the Company
         --------
has  received  business  consultation  services  and/or  promises  of additional
services.  Services  may  be  detailed  in  additional  documentation, including
confirmatory  letters and agreements, as provided to one or more officers of the
Company.

     3.   Compensation.  The  Consultants  are  not  entitled  to  receive  cash
          ------------
compensation, unless and until any agreement to the contrary is reached with any
particular  Consultant.  Consultants' sole compensation is the Shares identified
herein,  unless  the  parties agree otherwise.  The parties agree the Shares are
valued  at  $.05  each.

     4.  Registration  or  Exemption.  Notwithstanding  anything to the contrary
         ---------------------------
contained  herein, the Shares may not be issued unless the Shares are registered
pursuant  to  the  Securities  Act  of  1933,  as  amended  ("Act").

     5.  Delivery  of  Shares.   The Company shall deliver, subject to the terms
        ---------------------
and  conditions  of  this  Plan,  to  each Consultant, as soon as practicable, a
Certificate  representing the Shares.  Each Consultant agrees to be bound by the


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terms and conditions under the Plan by accepting delivery of the Shares, and any
other  terms  individually  agreed  to  in  writing  by  the  parties.

     6.  Company's  Rights.  The  existence of the Shares and/or this Plan shall
         -----------------
not  affect  in  any  way  the  rights  of  the Company to conduct its business.

     7.  Disclosure.  Each Consultant agrees to having read and fully considered
         ----------
the  disclosures  under  Exhibit  "A" attached hereto and incorporated herein by
reference.

     8.  Amendments.  This Plan may not be amended unless by the written consent
         ----------
of  Board.

     9.  Governing  Law. This Plan shall be governed by the laws of the State of
         --------------
Florida,  and the sole venue for any action  arising  hereunder or in connection
herewith shall be a court of competent jurisdiction in Florida.

     10.  Binding  Effect.  This  Plan shall be binding upon and for the benefit
          ---------------
of  the parties hereto and their respective heirs, permitted successors, assigns
and/or  delegates.

     12.  Captions.  The  captions  herein  are  for  convenience  and shall not
         ---------
control  the  interpretation  of  this  Plan.

     11.  Cooperation.  The parties agree to execute such  reasonable  necessary
          ------------
documents  upon  advice of legal  counsel  in order to carry out the  intent and
purpose of this Plan as set forth hereinabove.

     12.  Gender  and Number.  Unless the context otherwise requires, references
         -------------------
in  this  Plan  in  any  gender shall be construed to include all other genders,
references  in  the  singular  shall  be  construed  to  include the plural, and
references  in  the  plural  shall  be  construed  to  include  the  singular.

     13.  Severability.   In  the event anyone or more of the provisions of this
          ------------
Plan  shall  be  deemed unenforceable by any court of competent jurisdiction for
any  reason  whatsoever,  this  Plan shall be construed as if such unenforceable
provision  had  never  been  contained  herein.



FOREFRONT,  INC.
By order of the Board of Directors


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                            EXHIBIT "A" to Stock Plan
                            -------------------------

Item 1 - Plan Information
-------------------------

     (a)  General Plan Information

          1. The title of the Plan is:  Stock Plan  ("Plan") and the name of the
     registrant  whose  securities  are to be  offered  pursuant  to the Plan is
     Forefront, Inc. ("Company").
          2. The general nature and purpose of the Plan is to grant  Consultants
     a  total  of1,000,000  shares  of  the  Common  Stock  of  the  Company  as
     compensation for consultation services to be rendered to the Company.
          3. To the best of Company's knowledge,  the Plan is not subject to any
     of the provisions of the Employee  Retirement  Income Security Act of 1974,
     as amended or replaced by any subsequent law.
          4. (a) The  Company  shall act as Plan  Administrator.  The  Company's
     address and  telephone  number is:  1413 South  Howard  Avenue,  Suite 104,
     Tampa, FL 33606, (813) 253-2267. The Company, as administrator of the Plan,
     will merely issue to the Consultant  shares of Common Stock pursuant to the
     terms of the Plan.
     (b)  Securities to be Offered.  Pursuant to the terms of the Plan,  600,000
          ------------------------
     shares of the Company's Common Stock will be offered.

     (c) Employees Who May  Participate  in the Plan.  Consultants  are the sole
         --------------------------------------------
     participants  in  this  Plan.  Consultants  are  eligible  to  receive  the
     securities  provided the securities have been registered or are exempt from
     registration under the Securities Act of 1933, as amended (the "Act").
     (d) Purchase of  Securities  Pursuant to the Plan.  The Company shall issue
         ----------------------------------------------
     and  deliver  the   underlying   securities  to   Consultants  as  soon  as
     practicable.
     (e) Resale  Restrictions.  Consultants,  after  receipt of the Shares,  may
         --------------------
     assign, sell, convey or otherwise transfer the securities received, subject
     to the requirements of the Act.
     (f) Tax Effects of Plan Participation.  The Consultant Services Plan is not
         ---------------------------------
     qualified  under Sec. 401 of the Internal  Revenue Code of 1986, as amended
     or replaced by any subsequent law.
     (g) Investment of Funds. n/a
         -------------------
     (h)  Withdrawal  from the  Plan;  Assignment  of  Interest.  Withdrawal  or
          -----------------------------------------------------
     termination  as to the Plan may occur upon  mutual  written  consent of the
     parties.  Consultant  has the right to assign or  hypothecate  Consultant's
     interest in the Plan, subject to Plan provisions.
     (i)  Forfeitures  and  Penalties.  n/a
          ---------------------------
     (j)  Charges  and  Deductions  and  Liens  Therefore.  n/a
          -----------------------------------------------

Item  2  -Registrant  Information  and  Employee  Plan  Annual  Information.
----------------------------------------------------------------------------
Registrant,  upon oral or written request by Consultants, shall provide, without
charge,  the documents incorporated by reference in Part II, Item 3 of Company's
Form  S-8  Registration  Statement  for  the  securities  as  well  as any other
documents  required  to be delivered pursuant to SEC Rule 428(b) (17 CFR Section
230.428(b)).  All  requests  are  to  be  directed to the Company at the address
provided  above.


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