DIRECTOR'S AGREEMENT

         THIS  AGREEMENT  is made and entered  into  effective as of March 20th,
2000 (the  "EFFECTIVE  DATE"),  by and  between  Cosmoz.com,  Inc.,  a  Delaware
corporation ("Company") and Owen Naccarato ("Naccarato").

         THE PARTIES AGREE AS FOLLOWS:

1.  Retention of Naccarato/  Performance  of Services.  Company  hereby  retains
Naccarato to provide the services  described on EXHIBIT A (the "Services"),  and
Naccarato  hereby  agrees to use his best  efforts to provide the  Services,  in
accordance  with EXHIBIT A. Naccarato shall not allow any other person or entity
to perform any of the  Services  for or instead of  Naccarato.  Naccarato  shall
comply with the statutes,  rules,  regulations and orders of any governmental or
quasi-governmental authority, applicable to the performance of the Services.

2. Compensation.  In exchange for Company's retention of Naccarato,  the Company
agrees  to grant to  Naccarato  an option to  purchase  up to two  hundred-fifty
thousand  (250,000) shares of COSMOZ's Common Stock pursuant to the COSMOZ Stock
Option Plan. Both parties agree to execute an Incentive  Stock Option  Agreement
within 21 days following the Effective  Date. The following terms shall apply to
the stock option grant  pursuant to this  Paragraph  and the Plan:  The "Date of
Option Grant" shall be the same date as the Effective Date; the "Initial Vesting
Date" shall be the same date as the Effective  Date; and the "Option  Expiration
Date" shall be one (1) year after the Effective Date.

3. Expenses. All reasonable expenses must get written permission by Cosmoz.com.

4. Term.  This Agreement  shall begin with the Effective Date and shall continue
until the date of the next  occurring  annual  meeting  of  shareholders  of the
Company.  Upon the date of the next occurring  annual meeting of shareholders of
the Company and  thereafter,  the Term of this Agreement may be extended for one
or more  additional one (1) year terms if Naccarato is elected a Director by the
shareholders of the Company at annual shareholders meetings.

5. Removal by Shareholders. At any time, Naccarato may be removed as Director by
the shareholders of the Company at a regular or special meeting.  This Agreement
shall terminate  automatically  upon any such vote by the shareholders to remove
Naccarato as Director. This Agreement is at the will of both parties, and either
party may  terminate  the  Agreement  at any time with or  without  cause.  Both
parties waive any and all causes of action arising directly from the termination
of the Agreement.

6.  Conflicting   Obligations.   Naccarato  has  no  outstanding   agreement  or
obligation,  and will not enter into any  agreement  or  obligation,  that is in
conflict  with any of the  provisions of this  AGREEMENT or that would  preclude
Naccarato from fully  complying with all of Naccarato's  obligations  under this
AGREEMENT.  Naccarato shall not,  during the term of this AGREEMENT,  improperly
use or disclose any proprietary or confidential  information or trade secrets of
the  Company  or any  third  party.  Naccarato  shall  not serve on the Board of
Directors  or the Board of  Advisors  of any  company or entity  which  competes
indirectly or directly with Company, as determined in the sole discretion of the
Chairman of the Board of Directors of the Company.  Naccarato  shall,  within 10
days following the execution of this Agreement,  execute the Company's  standard
Non-Disclosure Agreement.

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General Provisions

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7.1 Further  Assurances.  Each party shall  perform any and all further acts and
execute and deliver any documents  which are  reasonably  necessary to carry out
the intent of this AGREEMENT.

7.2 Notices. All notices or other  communications  required or permitted by this
AGREEMENT  or by law shall be in  writing  and shall be deemed  duly  served and
given when  delivered  personally or by facsimile,  air courier,  certified mail
(return  receipt  requested),  postage  and fees  prepaid,  to the  party at the
address indicated in the signature block or at such other address as a party may
request in writing.

7.3  Arbitration.  Any  controversy  or claim arising out of or relating to this
Agreement,  or the breach  thereof,  shall be  settled  by  binding  arbitration
administered  by the American  Arbitration  Association  in accordance  with its
Commercial  Arbitration  Rules,  and  judgment  on  the  award  rendered  by the
arbitrator(s) may be entered in any court having jurisdiction thereof.

7.4 Governing Law, Jurisdiction, and Venue. This Agreement shall be governed and
interpreted in accordance with the laws of the State of California, as such laws
are applied to  agreements  between  residents  of  California  to be  performed
entirely within the State of California.  Subject to the  immediately  preceding
paragraph,  each  party  hereby  consents  to  jurisdiction  of and venue in the
federal  district court for the Northern  District of California,  San Francisco
Division, and/or in the courts of the State of California for San Mateo County.

7.5  Entire  Agreement/  Modification.  This  AGREEMENT  sets  forth the  entire
agreement  between  the parties  pertaining  to the  subject  matter  hereof and
supersedes all prior written agreements,  and all prior or contemporaneous  oral
agreements  and  understandings,  express or implied.  No  modification  to this
AGREEMENT,  nor any waiver of any rights,  shall be effective unless assented to
in writing by the party to be  charged,  and the waiver of any breach or default
shall not  constitute  a waiver of any other right or any  subsequent  breach or
default.

7.6 Assignment. The rights contained in this AGREEMENT are of a unique character
and may not be  assigned in whole or in part by either  party  without the prior
written  consent of the other party;  provided,  however,  that Company shall be
entitled to assign this AGREEMENT to a successor to all or substantially  all of
its assets, whether by sale, merger, or otherwise.

7.7  Severability.  If any of the provisions of this AGREEMENT are determined to
be invalid or unenforceable,  the remaining provisions shall be deemed severable
and shall continue in full force and effect to the extent the economic  benefits
conferred upon the parties by this AGREEMENT remain substantially unimpaired.

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7.8  Attorneys'  Fees.  Should any  litigation be commenced  between the parties
concerning the rights or obligations  of the parties under this  AGREEMENT,  the
party prevailing in such litigation shall be entitled, in addition to such other
relief as may be granted,  to a reasonable sum as and for its attorneys' fees in
such litigation. This amount shall be determined by the court in such litigation
or in a separate  action  brought  for that  purpose.  In addition to any amount
received as  attorneys'  fees,  the  prevailing  party also shall be entitled to
receive from the party held to be liable, an amount equal to the attorneys' fees
and costs incurred in enforcing any judgement  against such party.  This Section
is  severable  from the other  provisions  of this  AGREEMENT  and  survives any
judgment and is not deemed merged into any judgment.

7.9  Construction.  The headings of this AGREEMENT are for convenience  only and
are not to be  considered  in construing  this  AGREEMENT.  The language of this
AGREEMENT shall be construed  according to its fair meaning and not strictly for
or against any party.

7.10 Counterparts. This AGREEMENT may be executed in any number of counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one and the same instrument.

         IN WITNESS  WHEREOF,  the parties  have  executed  and  delivered  this
AGREEMENT effective as of the date first written above.

      Cosmoz.com, Inc                             Owen Naccarato:
      1515 So. El Camino Real                     19300 Fairchild, Suite 260
      San Mateo, CA 94402                         Irvine, CA 92612
      Fax: 650.358.0188                           Fax: 818.255.4997



      By: /s/ Wilfred Shaw                      /s/ Owen Naccarato
          ----------------                          --------------
          Wilfred Shaw, CEO                         Owen Naccarato

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