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                                COSMOZ.COM, INC.
                             1999 STOCK OPTION PLAN

         1.       Establishment, Purpose and Term of Plan.
         -------------------------------------------------

                  1.1.  Establishment.  The  Cosmoz.com,  Inc. 1999 Stock Option
Plan (the "Plan") is hereby  established  effective as of  ____________________,
1999.

                  1.2.  Purpose.  The  purpose  of the  Plan is to  advance  the
interests of the  Participating  Company Group and its stockholders by providing
an incentive to attract,  retain and reward persons performing  services for the
Participating  Company Group and by motivating such persons to contribute to the
growth and profitability of the Participating Company Group.

                  1.3. Term of Plan. The Plan shall continue in effect until the
earlier of its  termination  by the Board or the date on which all of the shares
of Stock  available  for  issuance  under  the Plan  have  been  issued  and all
restrictions  on such  shares  under  the  terms of the Plan and the  agreements
evidencing  Options  granted  under the Plan have lapsed.  However,  all Options
shall be granted,  if at all, within ten (10) years from the earlier of the date
the Plan is  adopted by the Board or the date the Plan is duly  approved  by the
stockholders of the Company.

         2.       Definitions and Construction.
         --------------------------------------

                  2.1.     Definitions.  Whenever  used  herein,  the  following
terms shall have their respective meanings set forth below:

                           a.       "Board"  means the Board of Directors of the
Company.  If one or  more  Committees  have  been  appointed  by  the  Board  to
administer the Plan, "Board" also means such Committee(s).

                           b.       "Code"  means the  Internal  Revenue Code of
1986, as amended, and any applicable regulations promulgated thereunder.

                           c.       "Committee" means the Compensation Committee
or other committee of the Board duly appointed to administer the Plan and having
such  powers  as shall be  specified  by the  Board.  Unless  the  powers of the
Committee have been  specifically  limited,  the Committee shall have all of the
powers of the Board granted herein, including,  without limitation, the power to
amend or  terminate  the Plan at any time,  subject to the terms of the Plan and
any applicable limitations imposed by law.

                           d.       "Company" means Cosmoz.com, Inc., a Delaware
corporation, or any successor corporation thereto.

                           e.       "Consultant" means any person,  including an
advisor,  engaged by a Participating Company to render services other than as an
Employee or a Director.

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                           f.       "Director" means a member of the Board or of
the board of directors of any other Participating Company.

                           g.       "Employee"  means any  person  treated as an
employee (including an officer or a Director who is also treated as an employee)
in the records of a  Participating  Company;  provided,  however,  that  neither
service as a Director nor payment of a  director's  fee shall be  sufficient  to
constitute employment for purposes of the Plan.

                           h.       "Exchange Act" means the Securities Exchange
Act of 1934, as amended.

                           i.       "Fair Market Value"  means,  as of any date,
the value of a share of Stock or other  property as determined by the Board,  in
its  sole  discretion,  or by the  Company,  in its  sole  discretion,  if  such
determination  is  expressly  allocated  to the Company  herein,  subject to the
following:

                                    i.      If, on such date,  there is a public
market for the Stock,  the Fair  Market  Value of a share of Stock  shall be the
closing sale price of a share of Stock (or the mean of the closing bid and asked
prices of a share of Stock if the Stock is so quoted  instead)  as quoted on the
Nasdaq National  Market,  the Nasdaq  Small-Cap Market or such other national or
regional  securities  exchange or market system  constituting the primary market
for the Stock,  as reported in the Wall Street  Journal or such other  source as
the Company deems reliable. If the relevant date does not fall on a day on which
the Stock has traded on such securities  exchange or market system,  the date on
which the Fair Market Value shall be established  shall be the last day on which
the Stock was so traded prior to the relevant  date,  or such other  appropriate
day as shall be determined by the Board, in its sole discretion.

                                    ii.     If, on such date, there is no public
market  for the Stock,  the Fair  Market  Value of a share of Stock  shall be as
determined  by  the  Board  without  regard  to  any  restriction  other  than a
restriction which, by its terms, will never lapse.

                           j.       "Incentive  Stock  Option"  means an  Option
intended to be (as set forth in the Option  Agreement) and which qualifies as an
incentive stock option within the meaning of Section 422(b) of the Code.

                           k.       "Insider"  means an officer or a Director of
the  Company or any other  person  whose  transactions  in Stock are  subject to
Section 16 of the Exchange Act.

                           l.       "Nonstatutory  Stock Option" means an Option
not  intended  to be (as set forth in the  Option  Agreement)  or which does not
qualify as an Incentive Stock Option.

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                           m.       "Option"  means a right  to  purchase  Stock
(subject to  adjustment  as provided in Section  4.2)  pursuant to the terms and
conditions of the Plan.  An Option may be either an Incentive  Stock Option or a
Nonstatutory Stock Option.

                           n.       "Option Agreement" means a written agreement
between  the Company and an Optionee  setting  forth the terms,  conditions  and
restrictions  of the Option granted to the Optionee and any shares acquired upon
the exercise thereof.

                           o.       "Optionee"  means  a  person  who  has  been
granted one or more Options.

                           p.       "Parent  Corporation"  means any  present or
future "parent  corporation" of the Company, as defined in Section 424(e) of the
Code.

                           q.       "Participating Company" means the Company or
any Parent Corporation or Subsidiary Corporation.

                           r.       "Participating  Company Group" means, at any
point  in time,  all  corporations  collectively  which  are then  Participating
Companies.

                           s.       "Rule  16b-3"  means  Rule  16b-3  under the
Exchange Act, as amended from time to time, or any successor rule or regulation.

                           t.       "Stock"   means  the  common  stock  of  the
Company, as adjusted from time to time in accordance with Section 4.2.

                           u.       "Subsidiary  Corporation"  means any present
or future "subsidiary  corporation" of the Company, as defined in Section 424(f)
of the Code.

                           v.       "Ten  Percent  Owner   Optionee"   means  an
Optionee  who,  at the time an Option is  granted  to the  Optionee,  owns stock
possessing more than ten percent (10%) of the total combined voting power of all
classes  of stock of a  Participating  Company  within  the  meaning  of Section
422(b)(6) of the Code.

                  2.2.     Construction.  Captions and titles  contained  herein
are for convenience only and shall not affect the meaning or  interpretation  of
any provision of the Plan. Except when otherwise  indicated by the context,  the
singular  shall include the plural,  the plural shall include the singular,  and
the term "or" shall include the conjunctive as well as the disjunctive.

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         3.       Administration.
                  --------------

                  3.1.   Administration   by  the  Board.   The  Plan  shall  be
administered by the Board,  including any duly appointed Committee of the Board.
All questions of interpretation of the Plan or of any Option shall be determined
by the  Board,  and such  determinations  shall be final  and  binding  upon all
persons  having  an  interest  in the  Plan or such  Option.  Any  officer  of a
Participating  Company  shall have the authority to act on behalf of the Company
with respect to any matter, right,  obligation,  determination or election which
is the  responsibility of or which is allocated to the Company herein,  provided
the  officer  has  apparent  authority  with  respect  to  such  matter,  right,
obligation, determination or election.

                  3.2.  Administration with Respect to Insiders. With respect to
participation  by  Insiders  in the  Plan,  at any time that any class of equity
security of the  Company is  registered  pursuant to Section 12 of the  Exchange
Act, the Plan shall be administered in compliance with the requirements, if any,
of Rule 16b-3.

                  3.3.  Powers of the Board. In addition to any other powers set
forth in the Plan and  subject to the  provisions  of the Plan,  the Board shall
have the full and final power and authority, in its sole discretion:

                           a.       to  determine  the persons to whom,  and the
time or times at which,  Options  shall be  granted  and the number of shares of
Stock to be subject to each Option;

                           b.       to  designate  Options  as  Incentive  Stock
Options or Nonstatutory Stock Options;

                           c.       to determine the Fair Market Value of shares
of Stock or other property;

                           d.       to  determine  the  terms,   conditions  and
restrictions  applicable to each Option  (which need not be  identical)  and any
shares acquired upon the exercise thereof,  including,  without limitation,  (i)
the  exercise  price of the  Option,  (ii) the  method  of  payment  for  shares
purchased upon the exercise of the Option,  (iii) the method for satisfaction of
any tax  withholding  obligation  arising in connection  with the Option or such
shares,  including by the  withholding or delivery of shares of stock,  (iv) the
timing,  terms and conditions of the  exercisability of the Option, (v) the time
of the expiration of the Option,  (vi) the effect of the Optionee's  termination
of  employment  or service with the  Participating  Company  Group on any of the
foregoing,  and (vii) all other terms, conditions and restrictions applicable to
the Option or such shares not inconsistent with the terms of the Plan;

                           e.       to  approve  one or  more  forms  of  Option
Agreement;

                           f.       to amend, modify, extend, or renew, or grant
a new Option in  substitution  for, any Option or to waive any  restrictions  or
conditions  applicable  to any Option or any shares  acquired  upon the exercise
thereof;


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                           g.       to accelerate, continue, extend or defer the
exercisability of any Option,  including with respect to the period following an
Optionee's  termination of employment or service with the Participating  Company
Group;

                           h.       to  prescribe,   amend  or  rescind   rules,
guidelines  and policies  relating to the Plan, or to adopt  supplements  to, or
alternative versions of, the Plan, including,  without limitation,  as the Board
deems  necessary or desirable to comply with the laws of, or to accommodate  the
tax policy or custom of,  foreign  jurisdictions  whose  citizens may be granted
Options; and

                           i.       to correct any defect,  supply any  omission
or reconcile any  inconsistency  in the Plan or any Option Agreement and to make
all other determinations and take such other actions with respect to the Plan or
any Option as the Board may deem  advisable  to the extent  consistent  with the
Plan and applicable law.

         4.       Shares Subject to Plan.
                  ----------------------

                  4.1. Maximum Number of Shares Issuable.  Subject to adjustment
as provided in Section 4.2, the maximum aggregate number of shares of Stock that
may be issued under the Plan shall be Six Million  (6,000,000) and shall consist
of  authorized  but unissued or  reacquired  shares of Stock or any  combination
thereof.  If any  outstanding  Option for any reason expires or is terminated or
canceled or shares of Stock acquired,  subject to repurchase,  upon the exercise
of an Option are  repurchased by the Company,  the shares of Stock  allocable to
the unexercised  portion of such Option,  or such  repurchased  shares of Stock,
shall again be available for issuance under the Plan.

                  4.2.  Adjustments  for  Changes in Capital  Structure.  In the
event of any stock dividend, stock split, reverse stock split, recapitalization,
combination,  reclassification or similar change in the capital structure of the
Company, appropriate adjustments shall be made in the number and class of shares
subject to the Plan and to any outstanding Options and in the exercise price per
share of any outstanding  Options.  If a majority of the shares which are of the
same class as the shares that are subject to  outstanding  Options are exchanged
for,  converted  into,  or  otherwise  become  (whether  or not  pursuant  to an
Ownership Change Event, as defined in Section 8.1) shares of another corporation
(the "New Shares"),  the Board may unilaterally amend the outstanding Options to
provide that such Options are  exercisable  for New Shares.  In the event of any
such  amendment,  the number of shares  subject to, and the  exercise  price per
share of, the  outstanding  Options  shall be adjusted  in a fair and  equitable
manner as determined by the Board, in its sole discretion.  Notwithstanding  the
foregoing,  any fractional  share resulting from an adjustment  pursuant to this
Section  4.2  shall  be  rounded  up or down to the  nearest  whole  number,  as
determined by the Board, and in no event may the exercise price of any Option be
decreased to an amount less than the par value,  if any, of the stock subject to
the Option. The adjustments determined by the Board pursuant to this Section 4.2
shall be final, binding and conclusive.

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         5.       Eligibility and Open Limitations.
                  --------------------------------

                  5.1. Persons Eligible for Options. Options may be granted only
to  Employees,  Consultants,  and  Directors.  For  purposes  of  the  foregoing
sentence,  "Employees",  "Consultants" and "Directors" shall include prospective
Employees, prospective Consultants and prospective Directors to whom Options are
granted  in  connection  with  written  offers of  employment  or other  service
relationship  with the  Participating  Company  Group.  Eligible  persons may be
granted more than one (1) Option.

                  5.2.  Option  Grant  Restrictions.  Any  person  who is not an
Employee on the  effective  date of the grant of an Option to such person may be
granted only a Nonstatutory Stock Option. An Incentive Stock Option granted to a
prospective  Employee  upon the  condition  that such person  become an Employee
shall be deemed granted effective on the date such person commences service with
a Participating  Company,  with an exercise price  determined as of such date in
accordance with Section 6.1.

                  5.3.  Fair  Market  Value  Limitation.  To the extent that the
aggregate Fair Market Value of stock with respect to which options designated as
Incentive Stock Options are exercisable by an Optionee for the first time during
any calendar  year (under all stock option  plans of the  Participating  Company
Group, including the Plan) exceeds One Hundred Thousand Dollars ($100,000),  the
portion  of  such  options  which  exceeds  such  amount  shall  be  treated  as
Nonstatutory Stock Options. For purposes of this Section 5.3, options designated
as  Incentive  Stock  Options  shall be taken into account in the order in which
they were granted,  and the Fair Market Value of stock shall be determined as of
the time the  option  with  respect  to such  stock is  granted.  If the Code is
amended  to  provide  for a  different  limitation  from  that set forth in this
Section 5.3,  such  different  limitation  shall be deemed  incorporated  herein
effective  as of the  date and with  respect  to such  Options  as  required  or
permitted by such amendment to the Code. If an Option is treated as an Incentive
Stock Option in part and as a Nonstatutory Stock Option in part by reason of the
limitation  set forth in this Section 5.3,  the  Optionee  may  designate  which
portion of such  Option  the  Optionee  is  exercising.  In the  absence of such
designation,  the Optionee shall be deemed to have exercised the Incentive Stock
Option portion of the Option first. Separate certificates representing each such
portion shall be issued upon the exercise of the Option.

         6. Terms and  Conditions  of Options.  Options  shall be  evidenced  by
Option Agreements  specifying the number of shares of Stock covered thereby,  in
such form as the Board shall from time to time establish.  Option Agreements may
incorporate  all or any of the terms of the Plan by  reference  and shall comply
with and be subject to the following terms and conditions:

                                       29
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                  6.1.  Exercise Price. The exercise price for each Option shall
be established in the sole discretion of the Board; provided,  however, that (a)
the  exercise  price per  share  for an  Option  shall be not less than the Fair
Market Value of a share of Stock on the  effective  date of grant of the Option,
and (b) no Option granted to a Ten Percent Owner Optionee shall have an exercise
price per share less than one  hundred  ten  percent  (110%) of the Fair  Market
Value  of a share  of  Stock  on the  effective  date of  grant  of the  Option.
Notwithstanding the foregoing, an Option (whether an Incentive Stock Option or a
Nonstatutory  Stock Option) may be granted with an exercise price lower than the
minimum  exercise price set forth above if such Option is granted pursuant to an
assumption or substitution  for another option in a manner  qualifying under the
provisions of Section 424(a) of the Code.

                  6.2.  Exercise  Period.  Options shall be  exercisable at such
time or  times,  or upon  such  event or  events,  and  subject  to such  terms,
conditions, performance criteria, and restrictions as shall be determined by the
Board and set forth in the Option  Agreement  evidencing such Option;  provided,
however,  that (a) no Option shall be  exercisable  after the  expiration of ten
(10) years after the  effective  date of grant of such Option,  (b) no Incentive
Stock Option granted to a Ten Percent Owner Optionee shall be exercisable  after
the  expiration  of five (5)  years  after the  effective  date of grant of such
Option,  and  (c) no  Option  granted  to a  prospective  Employee,  prospective
Consultant or prospective  Director may become  exercisable prior to the date on
which such person commences service with a Participating Company.

                  6.3.     Payment of Exercise Price.
                           -------------------------

                           a.       Forms of Consideration Authorized. Except as
otherwise provided below, payment of the exercise price for the number of shares
of Stock being  purchased  pursuant to any Option shall be made (i) in cash,  by
check,  or cash  equivalent,  (ii) by tender to the  Company  of shares of Stock
owned by the Optionee  having a Fair Market Value (as  determined by the Company
without regard to any restrictions on  transferability  applicable to such stock
by reason of federal or state  securities laws or agreements with an underwriter
for the Company) not less than the exercise  price,  (iii) by the  assignment of
the  proceeds of a sale or loan with  respect to some or all of the shares being
acquired upon the exercise of the Option (including, without limitation, through
an exercise  complying with the  provisions of Regulation T as promulgated  from
time to time by the  Board  of  Governors  of the  Federal  Reserve  System)  (a
"Cashless Exercise"),  (iv) by the Optionee's promissory note in a form approved
by the Company,  (v) by such other consideration as may be approved by the Board
from time to time to the extent  permitted  by  applicable  law,  or (vi) by any
combination thereof. The Board may at any time or from time to time, by adoption
of or by  amendment  to the  standard  forms of Option  Agreement  described  in
Section  7, or by other  means,  grant  Options  which do not  permit all of the
foregoing forms of  consideration to be used in payment of the exercise price or
which otherwise restrict one or more forms of consideration.

                           b.       Tender   of   Stock.   Notwithstanding   the
foregoing,  an Option may not be exercised by tender to the Company of shares of
Stock to the extent  such tender of Stock would  constitute  a violation  of the
provisions of any law, regulation or agreement restricting the redemption of the
Company's stock.  Unless  otherwise  provided by the Board, an Option may not be
exercised by tender to the Company of shares of Stock unless such shares  either
have  been  owned by the  Optionee  for more  than  six (6)  months  or were not
acquired, directly or indirectly, from the Company.

                           c.       Cashless Exercise.  The Company reserves, at
any and all times, the right, in the Company's sole and absolute discretion,  to
establish,  decline to approve or terminate  any program or  procedures  for the
exercise of Options by means of a Cashless Exercise.

                           d.       Payment by  Promissory  Note.  No promissory
note shall be permitted  if the  exercise of an Option  using a promissory  note
would be a violation of any law. Any permitted  promissory note shall be on such
terms as the Board shall determine at the time the Option is granted.  The Board
shall  have the  authority  to permit or  require  the  Optionee  to secure  any
promissory  note used to exercise  an Option  with the shares of Stock  acquired
upon the  exercise  of the Option or with  other  collateral  acceptable  to the
Company.  Unless otherwise  provided by the Board, if the Company at any time is
subject to the regulations  promulgated by the Board of Governors of the Federal
Reserve  System or any other  governmental  entity  affecting  the  extension of
credit in connection  with the Company's  securities,  any promissory note shall
comply with such applicable  regulations,  and the Optionee shall pay the unpaid
principal and accrued  interest,  if any, to the extent necessary to comply with
such applicable regulations.

                  6.4. Tax  Withholding.  The Company shall have the right,  but
not the  obligation,  to  deduct  from the  shares  of Stock  issuable  upon the
exercise of an Option, or to accept from the Optionee the tender of, a number of
whole shares of Stock having a Fair Market Value,  as determined by the Company,
equal to all or any part of the federal, state, local and foreign taxes, if any,
required by law to be withheld by the  Participating  Company Group with respect
to such Option or the shares acquired upon the exercise  thereof.  Alternatively
or in  addition,  in its sole  discretion,  the Company  shall have the right to
require the Optionee,  through payroll  withholding,  cash payment or otherwise,
including by means of a Cashless  Exercise,  to make adequate  provision for any
such tax withholding  obligations of the Participating  Company Group arising in
connection with the Option or the shares acquired upon the exercise thereof. The
Company  shall  have  no  obligation  to  deliver  shares  of  Stock  until  the
Participating Company Group's tax withholding obligations have been satisfied by
the Optionee.

                  6.5.  Repurchase  Rights.  Shares issued under the Plan may be
subject to a right of first refusal,  one or more repurchase  options,  or other
conditions and  restrictions as determined by the Board, in its sole discretion,
at the time the Option is granted. The Company shall have the right to assign at
any time any  repurchase  right it may have,  whether  or not such right is then
exercisable,  to one or more  persons as may be  selected by the  Company.  Upon
request by the Company,  each Optionee  shall  execute any agreement  evidencing
such transfer restrictions prior to the receipt of shares of Stock hereunder and
shall  promptly  present to the  Company any and all  certificates  representing
shares of Stock  acquired  hereunder for the placement on such  certificates  of
appropriate legends evidencing any such transfer restrictions.

                                       30
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         7.       Standard Forms of Option Agreement.
                  ----------------------------------

                  7.1. Incentive Stock Options. Unless otherwise provided by the
Board at the time the Option is granted,  an Option  designated as an "Incentive
Stock Option" shall comply with and be subject to the terms and  conditions  set
forth in the form of Immediately  Exercisable  Incentive Stock Option  Agreement
adopted by the Board  concurrently  with its adoption of the Plan and as amended
from time to time.

                  7.2. Nonstatutory Stock Options.  Unless otherwise provided by
the  Board at the  time  the  Option  is  granted,  an  Option  designated  as a
"Nonstatutory  Stock  Option"  shall comply with and be subject to the terms and
conditions set forth in the form of Immediately  Exercisable  Nonstatutory Stock
Option Agreement adopted by the Board concurrently with its adoption of the Plan
and as amended from time to time.

                  7.3. Standard Term of Options. Except as otherwise provided in
Section  6.2 or by the  Board in the  grant of an  Option,  any  Option  granted
hereunder  shall have a term of ten (10) years from the effective  date of grant
of the Option.

                  7.4.  Authority  to Vary  Terms.  The  Board  shall  have  the
authority  from time to time to vary the terms of any of the  standard  forms of
Option Agreement described in this Section 7 either in connection with the grant
or amendment of an individual  Option or in connection with the authorization of
a new standard form or forms;  provided,  however, that the terms and conditions
of any such new,  revised or amended  standard form or forms of Option Agreement
are not  inconsistent  with the terms of the Plan. Such authority shall include,
but not by way of  limitation,  the  authority  to grant  Options  which are not
immediately exercisable.

         8.       Transfer of Control.
                  -------------------

                  8.1.     Definitions.
                           -----------

                           a.       An "Ownership  Change Event" shall be deemed
to have occurred if any of the following occurs with respect to the Company:

                                    i.      the  direct  or  indirect   sale  or
exchange in a single or series of related  transactions  by the  stockholders of
the Company of more than fifty percent (50%) of the voting stock of the Company;

                                    ii.     a merger or  consolidation  in which
the Company is a party;

                                    iii.    the sale,  exchange,  or transfer of
all or substantially all of the assets of the Company; or

                                    iv.     a liquidation  or dissolution of the
Company.

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                           b.       A  "Transfer  of  Control"   shall  mean  an
Ownership  Change  Event  or  a  series  of  related   Ownership  Change  Events
(collectively,  the  "Transaction")  wherein  the  stockholders  of the  Company
immediately   before  the  Transaction  do  not  retain  immediately  after  the
Transaction,  in substantially the same proportions as their ownership of shares
of the Company's  voting stock  immediately  before the  Transaction,  direct or
indirect  beneficial  ownership  of more than fifty  percent  (50%) of the total
combined  voting  power of the  outstanding  voting  stock of the Company or the
corporation or corporations to which the assets of the Company were  transferred
(the  "Transferee  Corporation(s)"),  as the case may be.  For  purposes  of the
preceding  sentence,   indirect  beneficial  ownership  shall  include,  without
limitation,  an interest  resulting from ownership of the voting stock of one or
more corporations which, as a result of the Transaction,  own the Company or the
Transferee Corporation(s), as the case may be, either directly or through one or
more  subsidiary  corporations.  The Board  shall  have the  right to  determine
whether  multiple  sales or  exchanges  of the  voting  stock of the  Company or
multiple  Ownership Change Events are related,  and its  determination  shall be
final, binding and conclusive.

                  8.2. Effect of Transfer of Control on Options. In the event of
a Transfer of Control,  the  surviving,  continuing,  successor,  or  purchasing
corporation or parent  corporation  thereof,  as the case may be (the "Acquiring
Corporation"),  may either assume the  Company's  rights and  obligations  under
outstanding  Options  or  substitute  for  outstanding   Options   substantially
equivalent options for the Acquiring  Corporation's  stock. For purposes of this
Section 8.2, an Option  shall be deemed  assumed if,  following  the Transfer of
Control,  the  Option  confers  the right to  purchase,  for each share of Stock
subject  to the  Option  immediately  prior  to the  Transfer  of  Control,  the
consideration  (whether stock,  cash or other securities or property) to which a
holder of a share of Stock on the effective  date of the Transfer of Control was
entitled.  Any  Options  which are  neither  assumed or  substituted  for by the
Acquiring  Corporation in connection  with the Transfer of Control nor exercised
as of the date of the  Transfer  of  Control  shall  terminate  and  cease to be
outstanding effective as of the date of the Transfer of Control. Notwithstanding
the foregoing,  shares acquired upon exercise of an Option prior to the Transfer
of Control and any  consideration  received  pursuant to the Transfer of Control
with  respect to such  shares  shall  continue  to be subject to all  applicable
provisions of the Option  Agreement  evidencing  such Option except as otherwise
provided in such Option Agreement.  Furthermore,  notwithstanding the foregoing,
if the  corporation  the stock of which is  subject to the  outstanding  Options
immediately  prior to an Ownership  Change Event described in Section  8.1(a)(i)
constituting  a Transfer of Control is the surviving or  continuing  corporation
and immediately  after such Ownership Change Event less than fifty percent (50%)
of the  total  combined  voting  power of its  voting  stock is held by  another
corporation  or by other  corporations  that are members of an affiliated  group
within  the  meaning  of  Section  1504(a)  of the Code  without  regard  to the
provisions of Section  1504(b) of the Code,  the  outstanding  Options shall not
terminate unless the Board otherwise provides in its sole discretion.

         9. Provision of Information. At least annually, copies of the Company's
balance sheet and income  statement for the just completed  fiscal year shall be
made  available  to each  Optionee  and  purchaser  of shares of Stock  upon the
exercise  of an Option.  The  Company  shall not be  required  to  provide  such
information  to persons whose duties in connection  with the Company assure them
access to equivalent information.

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<PAGE>

         10.   Nontransferability  of  Options.   During  the  lifetime  of  the
Optionee,  an Option shall be exercisable only by the Optionee or the Optionee's
guardian or legal representative.  No Option shall be assignable or transferable
by the Optionee, except by will or by the laws of descent and distribution.

         11.   Indemnification.   In   addition   to  such   other   rights   of
indemnification  as they  may  have as  members  of the  Board  or  officers  or
employees  of the  Participating  Company  Group,  members  of the Board and any
officers or employees of the  Participating  Company Group to whom  authority to
act for the  Board or the  Company  is  delegated  shall be  indemnified  by the
Company against all reasonable expenses, including attorneys' fees, actually and
necessarily  incurred in  connection  with the  defense of any  action,  suit or
proceeding,  or in connection with any appeal  therein,  to which they or any of
them may be a party by reason of any action  taken or failure to act under or in
connection  with the Plan,  or any right  granted  hereunder,  and  against  all
amounts paid by them in settlement thereof (provided such settlement is approved
by  independent  legal  counsel  selected  by the  Company)  or  paid by them in
satisfaction  of a judgment in any such action,  suit or  proceeding,  except in
relation  to matters as to which it shall be adjudged  in such  action,  suit or
proceeding  that  such  person  is liable  for  gross  negligence,  bad faith or
intentional misconduct in duties; provided, however, that within sixty (60) days
after the  institution  of such action,  suit or  proceeding,  such person shall
offer to the Company,  in writing,  the opportunity at its own expense to handle
and defend the same.

         12.  Termination or Amendment of Plan. The Board may terminate or amend
the Plan at any time. However, subject to changes in applicable law, regulations
or rules that would  permit  otherwise,  without the  approval of the  Company's
stockholders,  there shall be (a) no increase in the maximum aggregate number of
shares of Stock that may be issued  under the Plan  (except by  operation of the
provisions  of Section 4.2),  (b) no change in the class of persons  eligible to
receive  Incentive  Stock Options,  and (c) no other  amendment of the Plan that
would require approval of the Company's  stockholders  under any applicable law,
regulation or rule. In any event,  no  termination  or amendment of the Plan may
adversely affect any then outstanding Option or any unexercised portion thereof,
without the consent of the  Optionee,  unless such  termination  or amendment is
required to enable an Option  designated as an Incentive Stock Option to qualify
as an Incentive  Stock Option or is necessary to comply with any applicable law,
regulation or rule.

         13.  Stockholder  Approval.  The Plan or any  increase  in the  maximum
number of shares of Stock  issuable  thereunder  as provided in Section 4.1 (the
"Maximum  Shares") shall be approved by the  stockholders  of the Company within
twelve (12) months of the date of adoption thereof by the Board. Options granted
prior to  stockholder  approval of the Plan or in excess of the  Maximum  Shares
previously approved by the stockholders shall become exercisable no earlier than
the date of  stockholder  approval  of the Plan or such  increase in the Maximum
Shares, as the case may be.

         IN WITNESS WHEREOF, the undersigned  Secretary of the Company certifies
that  Cosmoz.com,  Inc.  1999 Stock Option Plan was duly adopted by the Board on
________________, 1999.

                                                     Company:

                                                     Cosmoz.com, Inc.

                                                     By:________________________
                                                          Secretary
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