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                            FINE.COM INTERNATIONAL CORP.
                                          
                                EMPLOYEE BONUS PLAN
      
      SECTION 1.  PURPOSE.  The purpose of this Employee Bonus Plan (the "Plan")
is to enable fine.com International Corp. (the "Company") to provide incentive
and equity bonus compensation in the form of nonqualified stock options to
existing employees and/or consultants of the Company to enable the Company to
attract and retain the services of people with training, experience and ability.
      
      SECTION 2.  STOCK SUBJECT TO PLAN.  The stock subject to this Plan shall
be the Company's common stock, no par value per share (the "Common Stock"),
presently authorized but unissued.  The aggregate amount of Common Stock
reserved for issuance or delivery upon exercise of all options granted under
this Plan shall not exceed 126,435 shares of Common Stock, subject to adjustment
pursuant to Section 9 below.  If any option granted under this Plan shall expire
or terminate for any reason without having been exercised in full, the
unpurchased shares subject thereto shall be returned to the Plan and become
available for future grant under the Plan.
      
      SECTION 3.  ADMINISTRATION.  The Plan shall be administered by the Board
of Directors of the Company or any committee of the Board of Directors delegated
such authority pursuant to Section 3.2 (the "Plan Administrator"), in accordance
with the following terms and conditions:
      
      3.1   GENERAL AUTHORITY.  Subject to the express provisions of the Plan,
the Plan Administrator shall have the authority, in its sole discretion, to
determine all matters relating to options granted under the Plan, including,
without limitation, the selection of individuals to be granted options, the
number of shares to be subject to each option, the fair market value of the
shares and the exercise price, the term, whether such options shall be
immediately exercisable or shall become exercisable in increments over time, and
all other terms and conditions thereof, and to make all other determinations
necessary or advisable in the administration of the Plan.  Grants under this
Plan to persons eligible need not be identical in any respect, even when made
simultaneously.  The Plan Administrator may from time to time adopt, amend and
rescind rules and regulations relating to the administration of the Plan.  The
interpretation and construction by the Plan Administrator of any terms or
provisions of this Plan or any option issued hereunder, or of any rule or
regulation promulgated in connection herewith, shall be conclusive and binding
on all interested parties.  The Plan Administrator may grant only nonqualified
stock options (stock options that do not qualify as incentive stock options in
Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code"))
pursuant to this Plan.
            
      3.2   DELEGATION TO A COMMITTEE.  The Board of Directors, if it so
determines, may delegate to one or more committees of the Board of Directors
(each consisting of not less than two members of the Board of Directors) any or
all authority for the administration of the Plan, subject to such terms and
conditions the Board of Directors may prescribe.  If, and so long as, the
Company has a class of equity securities registered under Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Board of
Directors in determining the membership of any such committee shall, with
respect to option grants to any persons subject to or likely to become subject
to Section 16 of the Exchange Act, give due consideration to the provisions
regarding (a) "outside directors" as contemplated by Section 162(m) of the Code
and (b) "nonemployee directors" as contemplated by Rule 16b-3 under the Exchange
Act.  Thereafter references to the Plan Administrator in this Plan shall be
deemed to be references to such committee to the extent such authority is so
delegated.
            
      3.3   REPLACEMENT OF OPTIONS.  Without limiting the authority granted to
the Plan Administrator under Section 3.1, the Plan Administrator, in its sole
discretion, shall have the authority, among other things, to (a) grant options
subject to the condition that options previously granted at a higher or lower
exercise price under the Plan be canceled or exchanged in connection with such
grant (the number of shares covered by the new options, the exercise price, the
term and the other terms and conditions of the new option, shall be determined
in accordance with the Plan and may be different from the provisions of the
canceled or exchanged options), and (b) amend or modify outstanding and
unexercised options, with the consent of the holder of the option, to, among
other things, reduce the exercise price per share, establish the exercise price
at the then-current fair market value of the Common Stock or accelerate or defer
the exercise date, vesting schedule or expiration date of any option.


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      SECTION 4.  ELIGIBILITY.  Options may be granted only to persons who, at
the time the option is granted, are employees or consultants of the Company or
any of its then-existing parent or subsidiary corporations (hereafter a "Parent"
or "Subsidiary").  Any person to whom an option is granted under this Plan shall
be referred to hereinafter as "Optionee."  Any Optionee may receive one or more
grants of options as the Plan Administrator shall from time to time determine,
and such determinations may be different as to different Optionees and may vary
as to different grants.  An "employee" shall be any person, excluding Company
officers and directors, employed by the Company or any Parent or Subsidiary,
with the status of employment determined based upon such minimum number of hours
or periods worked as shall be determined by the Board of Directors in its
discretion, subject to any requirements of the Code.
      
      SECTION 5.  TERMS AND CONDITIONS OF OPTIONS.  Options granted under this
Plan shall be evidenced by written agreements which shall contain such terms,
conditions, limitations and restrictions as the Plan Administrator shall deem
advisable and which are not inconsistent with this Plan.  Options granted
hereunder shall be nonqualified stock option.  Notwithstanding the foregoing,
all such options shall include or incorporate by reference the following terms
and conditions:
      
      5.1   NUMBER OF SHARES AND EXERCISE PRICE.  The maximum number of shares
that may be purchased pursuant to the exercise of each option and the price per
share at which such option is exercisable (the "exercise price") shall be as
established by the Plan Administrator.  The exercise price of Nonqualified Stock
Options may be less than, equal to or greater than the fair market value per
share of the Common Stock at the time the option is granted.
      
            a.    LIMITATION ON NUMBER OF SHARES UNDERLYING OPTIONS.  Subject to
adjustment from time to time as provided in Section 9 below, the Plan
Administrator shall not grant options to any person in any one fiscal year of
the Company in an amount that exceeds, in the aggregate, 100,000 shares of
Common Stock.  This limitation shall be applied in a manner consistent with the
requirements of, and only to the extent required for compliance with, the
exclusion from the limitation on deductibility of compensation under Section
162(m) of the Code.
            
            b.    DETERMINATION OF FAIR MARKET VALUE.  For the purposes of this
Plan, fair market value of Common Stock, as of any date, shall be determined as
follows:

            (i)   If the Common Stock is listed on any established stock
      exchange or a national market system, including without limitation the
      National Market tier of The Nasdaq Stock Market ("Nasdaq"), its fair
      market value shall be the closing sales price for such stock (or the
      closing bid, if no sales were reported), as quoted on such system or
      exchange, or the system or exchange with the greatest volume of trading in
      Common Stock, for the last market trading day prior to the time of
      determination, as reported in The Wall Street Journal or such other source
      as the Plan Administrator deems reliable;

            (ii)  If the Common Stock is quoted on the Nasdaq system (but not on
      the National Market tier thereof) or regularly quoted by a recognized
      securities dealer but selling prices are not reported, its fair market
      value shall be the closing trading price of the Common Stock on the date
      of grant, as reported in The Wall Street Journal or such other source as
      the Plan Administrator deems reliable; or

            (iii) In the absence of an established market for the Common Stock,
      the fair market value thereof shall be determined in good faith by the
      Plan Administrator.
      
      5.2   DURATION OF OPTIONS.  Subject to the restrictions contained in
Section 9, the term of each option shall be established by the Plan
Administrator and, if not so established, shall be ten years from the date it is
granted.
      
      5.3   EXERCISABILITY.  Each option shall prescribe the installments or
vesting schedule, if any, under which an option granted under the Plan shall
become exercisable.  In the absence of a defined vesting schedule in an option
agreement, the option covered by such agreement shall vest annually over four
years from the date of grant, at the rate of 25 percent per year on each
anniversary of the date of grant.  The Plan Administrator, in its absolute



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discretion, may waive or accelerate any vesting requirement contained in
outstanding and unexercised options.  Only whole shares shall be issued pursuant
to the exercise of any option.
      
      SECTION 6.  RESTRICTIONS ON TRANSFERABILITY

      6.1   Options granted under this Plan and the rights and privileges
conferred hereby shall not be subject to execution, attachment or similar
process and may not be assigned, alienated, pledged, sold, or transferred in any
manner (whether by operation of law or otherwise) other than by will or by the
laws of descent and distribution.

      6.2   Notwithstanding Section 6.1 above, an Optionee may transfer such
option either (a) pursuant to a "domestic relations order" as defined in Section
414 of the Code or Section 206 of the Employment Retirement Income Security Act,
or the rules thereunder, or (b) by transfer without the receipt of consideration
by an Optionee, subject to such rules as the Plan Administrator may adopt to
preserve the purposes of the Plan (including limiting such transfers to
transfers by Optionees who are directors or senior executives), to

            (i)   a member of his or her Immediate Family or, in the case of an
      Optionee that is a corporation, partnership or limited liability company,
      holders of equity ownership interest of Optionee;

            (ii)  a trust solely for the benefit of the Optionee and/or his or
      her Immediate Family, or

            (iii) a partnership, corporation or limited liability company whose
      only partners, shareholders or members are the Optionee and/or (y) his or
      her Immediate Family members or (z) holders of equity ownership interest
      of Optionee (in the case of an Optionee that is a corporation, partnership
      or limited liability company).

(each transferee described in 6.2(a) and (b) is hereafter referred to as a
"Permitted Transferee"), provided that the Plan Administrator is notified in
advance in writing of the terms and conditions of any proposed transfer
described in (a) or (b) and it determines that the proposed transfer complies
with the requirements of the Plan and the applicable option agreement.  For this
purpose, "Immediate Family" means, with respect to a particular Optionee, the
Optionee's spouse, children and grandchildren (including adopted and
stepchildren and grandchildren).

      6.3   Upon any attempt to transfer, assign, pledge, hypothecate or
otherwise dispose of an option granted under the Plan or any right or privilege
conferred hereunder contrary to the provisions of the Plan, or upon the sale,
levy or any attachment or similar process upon the rights and privileges
conferred by an option granted under the Plan, the option shall thereupon
terminate and become null and void.

      6.4   The terms of options granted under this Plan and transferred in
accordance with this Section 6 shall apply to the beneficiaries, executors and
administrators of the Optionee and of the Permitted Transferees of the Optionee
(including the beneficiaries, executors and administrators of the Permitted
Transferees), including the right to agree to any amendment of the applicable
option agreement, except that Permitted Transferees shall not transfer any
option other than by will or by the laws of descent and distribution.

      6.5   Options granted under this Plan, or options transferred in
accordance with this Section 6, are exerciseable during Optionee's lifetime only
by Optionee or Permitted Transferee, as applicable (or his or her attorney in
fact or guardian).  In the event of the death of an Optionee or Permitted
Transferee, options may be exercised by such Optionee's or Permitted
Transferee's executor or administrator.  In no event shall the Company issue
shares of Common Stock upon exercise of an option unless Optionee or Permitted
Transferee makes sufficient payment, as determined by the Company, to meet
withholding tax obligations on such exercise or other arrangements satisfactory
to the Plan Administrator to provide for such payment.
      
      SECTION 7.  EXERCISE OF OPTIONS.  Options shall be exercised in accordance
with the following terms and conditions:


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      7.1   PROCEDURE.  Options shall be deemed exercised upon delivery to the
Company of written notice of the number of shares with respect to which the
option is exercised and payment in full of the exercise price for the shares
being purchased.
      
      7.2   PAYMENT.  Payment of the exercise price shall be made in full within
five business days of the notice of exercise of the option and shall be in cash
or bank-certified, cashier's or personal check.  If the Company's Common Stock
is registered under Section 12 of the Exchange Act, then, to the extent
permitted by applicable laws and regulations (including, but not limited to,
federal tax and securities laws and regulations) and unless the Plan
Administrator determines otherwise, an option also may be exercised by
(a) delivery of shares of Common Stock of the Company (which shares, if tendered
by an affiliate of the Company, shall have been held by the Optionee for at
least six months) having a fair market value equal to the exercise price, such
fair market value to be determined in good faith by the Plan Administrator (such
payment in stock may occur in the context of a single exercise of an option or
successive and simultaneous exercises, sometimes referred to as "pyramiding,"
which provides that, rather than physically exchanging certificates for a series
of exercises, bookkeeping entries will be made pursuant to which the Optionee is
permitted to retain his existing stock certificate and a new stock certificate
is issued for the net shares), or (b) delivery of a properly executed exercise
notice together with irrevocable instructions to (i) a broker to promptly
deliver to the Company the amount of sale or loan proceeds to pay the exercise
price and any withholding tax obligations that may arise in connection with such
exercise, and (ii) the Company to deliver the certificates for such purchased
shares directly to such broker, all in accordance with the requirements of the
Federal Reserve Board.  In addition, the exercise price for shares purchased
under an option may be paid, either singly or in combination with one or more of
the alternative forms of payment authorized by this Section 7.2 or such other
consideration as the Plan Administrator may permit.
      
      7.3   RIGHTS AS SHAREHOLDER.  Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the stock certificate evidencing such shares, no right
to vote or receive dividends or any other rights as a shareholder shall exist
with respect to the shares acquired on exercise, notwithstanding the exercise of
the option.  The Company shall issue (or cause to be issued) such stock
certificate promptly upon exercise of the option and payment of the exercise
price.  No adjustment will be made for a dividend or other right for which the
record date is prior to the date the stock certificate is issued, except as
provided in Section 9 of this Plan.
      
      7.4   FEDERAL WITHHOLDING TAX REQUIREMENTS.  Upon exercise of an option,
the Optionee shall, upon notification of the amount due and prior to or
concurrently with the delivery of the certificates representing the shares, pay
to the Company amounts necessary to satisfy applicable federal, state and local
withholding tax requirements or shall otherwise make arrangements satisfactory
to the Company for such requirements.  If permitted by the Plan Administrator,
such arrangements may include payment of the appropriate withholding tax in
shares of stock of the Company having a fair market value equal to such
withholding tax, either through delivery of shares held by the Optionee or by
reduction in the number of shares to be delivered to the Optionee upon exercise
of such option.
      
      SECTION 8.  TERMINATION OF EMPLOYMENT, DISABILITY AND DEATH
      
      8.1   GENERAL.  If the employment or other relationship of the Optionee
with the Company, a Parent or a Subsidiary shall terminate by retirement or for
any reason other than death or disability as hereinafter provided, the option
may be exercised by the Optionee, or its Permitted Transferee, at any time prior
to the expiration of three months after the date of such termination of
relationship (unless by its terms the option sooner terminates or expires), but
only if and to the extent the Optionee was entitled to exercise the option at
the date of such termination.

      8.2   DISABILITY.  If the employment or other relationship of the Optionee
with the Company, a Parent or a Subsidiary is terminated because of the
Optionee's disability (as herein defined), the option may be exercised by the
Optionee, or its Permitted Transferee, at any time prior to the expiration of
one year after the date of such termination (unless by its terms the option
sooner terminates or expires), but only if and to the extent the Optionee, or
its Permitted Transferee, was entitled to exercise the option at the date of
such termination.  For purposes of this section, an Optionee will be considered
to be disabled if the Optionee is unable to engage in any substantial gainful

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activity by reason of any medically determinable mental or physical impairment
which can be expected to result in death or which has lasted or can be expected
to last for a continuous period of not less than 12 months.

      8.3   DEATH.  In the event of the death of an Optionee while in the employ
of the Company, a Parent or a Subsidiary, the option shall be exercisable on or
prior to the expiration of one year after the date of such death (unless by its
terms the option sooner terminates and expires), but only if and to the extent
the Optionee was entitled to exercise the option at the date of such death and
only by the Optionee's personal representative if then subject to administration
as part of the Optionee's estate, or by the person or persons to whom such
Optionee's rights under the option shall have passed by the Optionee's will or
by the applicable laws of descent and distribution or by Optionee's Permitted
Transferee.
      
      8.4   WAIVER OR EXTENSION OF TIME PERIODS.  The Plan Administrator shall
have the authority, prior to or within the times specified in this Section 8 for
the exercise of any such option, to extend such time period or waive in its
entirety any such time period to the extent that such time period expires prior
to the expiration of the term of such option.  In addition, the Plan
Administrator may modify or eliminate the time periods specified in this Section
8 with respect to particular option grants.  However, no option may be exercised
after the expiration of ten years from the date such option is granted.
      
      8.5   TERMINATION OF OPTIONS.  To the extent that the option of any
deceased Optionee or of any Optionee whose employment or relationship with the
Company is terminated shall not have been exercised within the limited periods
prescribed in this Section 8, all further rights to purchase shares pursuant to
such option shall cease and terminate at the expiration of such period.
      
      SECTION 9.  OPTION ADJUSTMENTS
      
      9.1   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.  The aggregate number
and class of shares on which options may be granted under this Plan, the number
and class of shares covered by each outstanding option and the exercise price
per share thereof (but not the total price), and all such options, shall each be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock of the Company resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification or any like capital
adjustment, or any other increase or decrease in the number of shares of Common
Stock of the Company without the receipt of consideration by the Company.
      
      9.2   EFFECT OF CERTAIN TRANSACTIONS.  Except as otherwise provided in the
option agreement, in the event of a merger, consolidation, disposition of all or
substantially all of the assets, separation, reorganization or liquidation of
the Company, as a result of which the shareholders of the Company receive cash,
stock or other property in exchange for their shares of Common Stock (each, a
"Corporate Transaction"), all outstanding and unexercised options granted under
this Plan shall automatically terminate immediately upon such Corporate
Transaction; provided, however, that optionees shall have the right to exercise
any vested options at any time up to such Corporate Transaction.
      
      9.3   FURTHER ADJUSTMENT OF OPTIONS.  The Plan Administrator shall have
the discretion, exercisable at any time before a sale, merger, consolidation,
reorganization, liquidation or change in control of the Company, as defined by
the Plan Administrator, to take such further action as it determines to be
necessary or advisable, and fair and equitable to Optionees, with respect to
options.  Such authorized action may include (but shall not be limited to)
establishing, amending or waiving the type, terms, conditions or duration of, or
restrictions on, options so as to provide for earlier, later, extended or
additional time for exercise and other modifications, and the Plan Administrator
may take such actions with respect to all Optionees, to certain categories of
Optionees or only to individual Optionees.  The Plan Administrator may take such
action before or after granting options to which the action relates and before
or after any public announcement with respect to such, sale, merger,
consolidation, reorganization, liquidation or change in control that is the
reason for such action.
      
      9.4   FRACTIONAL SHARES.  In the event of any adjustment in the number of
shares covered by any option, any fractional shares resulting from such
adjustment shall be disregarded and each such option shall cover only the number
of full shares resulting from such adjustment.


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      9.5   DETERMINATION OF PLAN ADMINISTRATOR TO BE FINAL.  All adjustments
made pursuant to this Section 9 shall be made by the Plan Administrator and its
determination as to what adjustments shall be made, and the extent thereof,
shall be final, binding and conclusive.
      
      SECTION 10.  SECURITIES REGULATIONS
      
      10.1  COMPLIANCE.  Shares shall not be issued with respect to an option
granted under this Plan unless the exercise of such option and the issuance and
delivery of such shares pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, any applicable state
securities laws, the Securities Act of 1933, as amended, the Exchange Act, the
rules and regulations promulgated thereunder, and the requirements of any stock
exchange, national market system, over the counter system, or any electronic
bulletin board, upon which the shares may then be listed, quoted or traded, and
shall further be subject to the approval of counsel for the Company with respect
to such compliance.  Inability of the Company to obtain from any regulatory body
having jurisdiction the authority deemed by the Company's counsel to be
necessary for the lawful issuance and sale of any shares hereunder shall relieve
the Company of any liability in respect of the nonissuance or sale of such
shares as to which such requisite authority shall not have been obtained.
      
      10.2  REPRESENTATIONS BY OPTIONEE.  As a condition to the exercise of an
option, the Company may require the Optionee to represent and warrant at the
time of any such exercise that the shares are being purchased only for
investment and without any present intention to sell or distribute such shares,
if, in the opinion of counsel for the Company, such representation is required
by any relevant provision of the laws referred to in Section 10.1 above.  At the
option of the Company, a stop transfer order against any shares of stock may be
placed on the official stock books and records of the Company, and a legend
indicating that the stock may not be pledged, sold or otherwise transferred
unless an opinion of counsel was provided (concurred in by counsel for the
Company) stating that such transfer is not in violation of any applicable law or
regulation, may be stamped on the stock certificate in order to assure exemption
from registration.  The Plan Administrator may also require such other action or
agreement by the Optionees as may from time to time be necessary to comply with
the federal and state securities laws.  This provision shall not obligate the
Company to undertake registration of options or stock hereunder.
      
      SECTION 11.  EMPLOYMENT RIGHTS.  Nothing in this Plan or any option or
right granted pursuant hereto shall confer upon any Optionee any right to be
continued in the employment of the Company, a Parent or any Subsidiary of the
Company, or to remain a consultant thereto, or to interfere in anyway with the
right of the Company, a Parent or any Subsidiary, in its sole discretion, to
terminate such Optionee's employment at any time or to remove the Optionee as a
consultant at any time.
      
      SECTION 12.  AMENDMENT AND TERMINATION
      
      12.1  ACTION BY SHAREHOLDERS.  The Plan may be terminated, modified or
amended by the shareholders of the Company.
      
      12.2  ACTION BY BOARD OF DIRECTORS.  The Board of Directors may also
terminate the Plan, or modify or amend the Plan in such respects as it shall
deem advisable in order to conform to any changes in law or regulation
applicable thereto, or in other respects; provided, however, that, the Board of
Directors may not, without approval by the shareholders of the Company amend the
Plan for which shareholder approved is required under any applicable law or
regulation.  No termination, suspension or amendment of the Plan may, without
the consent of each Optionee to whom any option shall previously have been
granted, adversely affect the rights of such Optionees under such options.
      
      12.3  AUTOMATIC TERMINATION.  Unless the Plan shall have been terminated
as herein provided, this Plan shall terminate ten years from the date on which
the Plan is adopted by the Board of Directors.  No option may be granted after
such termination, or during any suspension of this Plan.  The amendment or
termination of this Plan shall not, without the consent of the Optionee, alter
or impair any rights or obligations under any option previously granted under
this Plan.


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      SECTION 13. EFFECTIVE DATE OF THE PLAN.  This Plan shall become effective
on the date of its adoption by the Board of Directors of the Company and options
may be granted immediately thereafter.

                ADOPTED BY THE BOARD OF DIRECTORS ON MARCH 12, 1999.