EXHIBIT E

                                 GLOBALNET, 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  GlobalNet,  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.

                                       62
<PAGE>

   (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
     (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.
                                       63
<PAGE>

   (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  3,000,000  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.
       (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;
                                       64
<PAGE>

       (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.
                                       65
<PAGE>

   (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.
                                       66
<PAGE>

             (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.

   (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.
                                       67
<PAGE>

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  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.

                                       68
<PAGE>

  (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.

     (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.
                                       69
<PAGE>

     (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

                                       70
<PAGE>

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 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.

                                       71
<PAGE>

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.
                                       72
<PAGE>




                                 GLOBALNET, 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.
                                       73
<PAGE>

2.     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.

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").


3.     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.
                                       74
<PAGE>

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 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:
                                       75
<PAGE>

       (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
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.

                                       76
<PAGE>


OPTIONEE:                                                GLOBALNET,  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

                                       77
<PAGE>


                                    EXHIBIT A

                                 2000 STOCK PLAN
                                 EXERCISE NOTICE



GlobalNet,  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 GlobalNet, 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

                                       78
<PAGE>

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.



SUBMITTED  BY:                                 ACCEPTED  BY:

OPTIONEE:                                      GLOBALNET,  INC.


_________________________________              _________________________________
Signature                                      By:_______________________


_________________________________              _________________________________
Print  Name                                     Title

_________________________________
Social  Security  Number


                                            Date Received: _____________________