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                                                                   Exhibit 10.12

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                                 KOZMO.COM, INC.




                             1999 STOCK OPTION PLAN
















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                     KOZMO.COM, INC. 1999 STOCK OPTION PLAN


         1. ESTABLISHMENT AND PURPOSE AND OF PLAN.

         (a) ESTABLISHMENT. Kozmo.com, Inc. (the "Company"), a New York
corporation, hereby establishes a Stock Option Plan to be named the Kozmo.com,
Inc. 1999 Stock Option Plan (the "Plan"). All options granted pursuant to this
Plan on or after the effective date of this Plan shall be governed by the terms
and conditions of this Plan.

         (b) PURPOSE. The purpose of this Plan is to authorize the grant to
directors, officers, key employees, advisors and others affiliated with the
Company of options ("options") to purchase shares of common stock of the
Company, par value $.001 (the "Common Stock"), and thus benefit the Company by
giving such persons a greater personal interest in the success of the enterprise
and an added incentive to continue and advance in their service to the Company.

         (c) GRANT OF OPTIONS. The date of grant of an option under the Plan
will be the date on which the option is awarded by the Board, unless a later
date is specified by Board or the Committee at the time of the award. Options
which may be granted under this Plan include options intended to qualify as
"incentive stock options" under Sections 422A of the Internal Revenue Code of
1986, as amended, and non-qualified stock options.

         2. ADMINISTRATION.

         (a) SELECTION OF PARTICIPANTS AND AMOUNT OF AWARDS; POWERS OF THE
COMMITTEE. The Plan shall be administered by the Board of Directors or by a
compensation committee (the "Committee") to be appointed from time to time by
the Board of Directors of the Company (the "Board"). Members of the Committee,
or if the Plan is administered by the Board, a majority of the Board, shall not
be eligible to receive stock options granted under the Plan. The Committee shall
select one of its members as its chairman and shall hold its meetings at such
times and places as it deems appropriate. A majority of its members shall
constitute a quorum and all determinations of the Committee shall be made by a
majority of its members. Any decision or determination that is reduced to
writing and signed by a majority of the members shall be fully as effective as
if made by a majority vote at a meeting duly called and held. The Board or
Committee shall have authority, subject to the terms of the Plan, to determine:
(i) the persons eligible to receive options hereunder, (ii) the number of shares
for which options are granted, (iii) the option price, (iv) whether an option
shall be a non-qualified option or an incentive stock option, (v) the time when
the options may be granted and exercised, (vi) the vesting schedule for the
options, and (vii) the terms and provisions of the agreements by which options
shall be evidenced. The Committee shall have full power and authority to
construe, interpret and administer the Plan and may from time to time adopt such
rules and regulations for carrying out this Plan as it may deem proper and in
the best interests of the Company. The interpretation of any provisions of this
Plan by the Committee shall be final, conclusive, and



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binding upon all persons and the Board of Directors shall place into effect the
determinations of the Committee.

         (b) LIABILITY; INDEMNIFICATION. No member of the Board or the Committee
shall be liable for any action or determination made in good faith with respect
to administration of this Plan. Each member of the Board and the Committee shall
be indemnified by the Company, pursuant to the Company's bylaws, for any
expenses, judgments or other costs incurred as a result of any claim or action
brought involving such member claiming any rights or remedies arising out of
such member's participation in administration of this Plan.

         3. SHARES SUBJECT TO THE PLAN.

         (a) GENERAL. Subject to adjustments made pursuant to Section 11, the
aggregate number of shares of the Company's Common Stock for which options may
be awarded under the Plan shall be two million (2,000,000) shares of Common
Stock. The shares of Common Stock pursuant to which options are granted under
this Plan may be shares of Common Stock previously issued and acquired or
reacquired, as the case may be, by the Company (or, if applicable at any future
time, any of its subsidiaries or other entities in common control with the
Company at any time), or authorized but unissued shares of Common Stock
maintained in the Company's treasury, as the Board or Committee from time to
time may determine.

         (b) EFFECT OF EXPIRED OPTIONS. In the event that any options granted
hereunder expire or terminate for any reason, such a corresponding number of
shares of Common Stock shall again be available for options under the Plan. The
Company shall not, upon the exercise of any option, be required to issue or
deliver any shares of Common Stock prior to the completion of such registration
or other qualification of such shares under any state or federal law, rule or
regulation as the Company shall determine to be necessary or advisable.

         4. ELIGIBILITY.

         (a) Any key employee of the Company, and any non-employee providing
services to the Company (as a director, agent, consultant, advisor, professional
or otherwise), in the discretion of the Board of Directors, shall be eligible to
be granted options hereunder (any such employees granted options pursuant to
this Plan as well as any such non-employees are referred to herein as "optionee"
or "Plan Participants"). The Committee may determine (in its sole discretion)
that any person who would otherwise be eligible to be granted options hereunder
shall, nonetheless, be ineligible to receive any option under this Plan, for any
reason or for no reason.

         (b) Unless otherwise determined by the Board or the Committee,
non-qualified stock options shall be granted only to directors, advisors,
officers and key employees of the Company and incentive stock options shall be
granted only to key employees. Employees of the Company shall be eligible to
receive options under the Plan only upon the completion of one continuous year
of employment with the Company, unless otherwise determined to be eligible by




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the Board. Directors and officers of the Company shall be eligible to receive
options under the Plan only after serving on the Board or as officers for one
continuous year, unless otherwise determined to be eligible by the Board or
Committee.

         5. OPTION PRICE. Unless otherwise determined by the Board or the
Committee, the purchase price per share of Common Stock under each non-qualified
option will be the book value of such Common Stock on the date of grant as
determined in accordance with generally accepted accounting principles.
Qualified incentive stock options may be granted at an option price per share
not less than 100% of the fair market value of a share on the date of grant. No
option may have a term greater than 10 years. Qualified incentive stock options
granted to persons who own more than 10 percent of the Company's stock have
option prices not less than 110% of the fair market value of the stock on the
date of grant and may have terms no longer than 5 years. In no event shall the
purchase price per share of Common Stock under any option be less than the par
value of a share of Common Stock.

         6. PERIOD OF OPTION AND RIGHTS TO EXERCISE. Subject to the provisions
of this Section and Sections 9 and 10 hereof, an option shall be exercisable as
follows:

         (a) Unless otherwise determined by the Board or the Committee, 25% of
an option shall become exercisable upon and after twelve (12) months following
the date of grant. Thereafter, 1/48 of an option shall vest following each
subsequent month period, on the last day of the month, until the entire option
is vested.

         (b) The right to exercise an option shall expire on the expiration date
specified in the agreement evidencing the option, which in no event shall be
later than ten years from the date the option was granted.

         (c) No shares shall be delivered pursuant to any exercise of an option
until the requirements of such laws and regulations as may be deemed by the
Board or Committee to be applicable are satisfied and until payment of the
option price is received by the Company. Such payment shall be made as specified
in the agreement evidencing the option, which may provide for payment in cash or
other manner. Except as provided in Sections 9 and 10 hereof, no option may be
exercised unless the optionee is then in the service of the Company and shall
have continuously been in the service of the Company since the grant of the
option.

         7. RESTRICTIONS UPON SALE OF STOCK. If an optionee purchases Common
Stock of the Corporation pursuant to the exercise of an option granted under
this Plan, such optionee shall not sell, transfer or otherwise dispose of such
Common Stock without the prior written consent of the Company prior to the date
upon which the Company first offers its Common Stock for sale in a public
offering registered under the Securities Act of 1933, as amended.

         8. TRANSFERABILITY OF OPTIONS. An option granted under the Plan may not
be transferred except by will or the laws of descent or distribution, and such
option shall be exercisable, during the lifetime of the optionee, only by the
optionee.


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         9. TERMINATION OF SERVICES.

         (a) In the event that employment of an optionee by, or affiliation
with, the Company is terminated for any reason other than death, a fully-vested
option granted hereunder shall be exercisable by the optionee at any time prior
to the expiration date of the option or within ninety days after the date of
such termination, whichever is earlier, but only to the extent the optionee had
the right to exercise such option at the date of such termination; provided that
any optionee who is terminated for cause (defined as willful neglect of duties
or malfeasance in respect of the Company, its properties, assets, business or
employees) shall lose the right to exercise any option granted under this Plan
as of the date of notice of such termination. Notwithstanding the foregoing, if
in the judgment of the Board or Committee an optionee shall cease to perform
services for the Company as a result of a disability, the optionee may exercise
an option within one year after the date of cessation of services, but in no
event after the expiration date specified in the agreement evidencing the
option, if and to the extent that the optionee was entitled to exercise the
option at the time of cessation of services.

         (b) If an optionee does not exercise any outstanding option which was
exercisable upon the date of cessation of services to the Company within the
foregoing ninety-day or one-year periods following such cessation, the option
shall thereupon expire.

         10. DEATH OF OPTIONEE. In the event of the death of an optionee while
in the employ or affiliated with the Company or within the period of sixty (60)
days next succeeding the optionee's cessation of services, the option will be
exercisable by the person or persons to whom such optionee's rights pass by will
or by the laws of descent and distribution at any time prior to the expiration
date of the option or within six months after the date of such death, whichever
is earlier, but only to the extent the optionee had the right to exercise such
option on the date of death.

         11. ADJUSTMENT IN SHARES SUBJECT TO PLAN. In the event that the
outstanding shares of Common Stock are subject to a stock split or changed into
or exchanged for a different number or kind of shares or other securities of the
Company or other corporation by reason of a merger, consolidation,
reorganization, recapitalization, reclassification, combination of shares or a
dividend payable in capital stock, or a similar corporate structural change,
then (i) the total number of shares of Common Stock subject to this Plan shall
be appropriately adjusted, (ii) the rights of Plan Participants shall be
appropriately adjusted as to the number of shares of Common Stock subject to the
option and/or as to the option price, and (iii) if the Company is involved in a
dissolution, liquidation, merger, or combination in which it is not the
surviving entity, then each outstanding option granted hereunder shall terminate
thirty (30) days after the effective date of such dissolution, liquidation,
merger or consolidation. Within said thirty (30) day period, the optionee may
exercise his option in whole or in part, to the extent it shall not have
previously been exercised. The granting of an option pursuant to this Plan shall
not affect in any way the right or power of the Company to make adjustments,
reorganizations, reclassifications, or


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changes of its capital or business structure or to merge, consolidate, dissolve,
liquidate, or sell or transfer all or any part of its business or assets.

         12. ACCELERATION UPON CHANGE IN CONTROL. If (i) the beneficial
ownership of securities representing more than 50% of the authorized common
stock of the Company is acquired by a person other than the Company or an
affiliate of the Company, or (ii) the stockholders of the Company approve a
definitive agreement to merge or consolidate the Company with another company
other than one controlled by the Company or an affiliate of the Company, or to
sell or otherwise dispose of all or substantially all of its assets to a company
or entity other than the Company or an affiliate of the Company, then
notwithstanding anything to the contrary herein all options granted under the
Plan shall be considered 100% vested and nonforfeitable.

         13. SUBSTITUTION OR ASSUMPTION OF OPTIONS. Notwithstanding any
provision of the Plan to the contrary (but subject to the provisions of
Paragraph 3 hereof), by action of the Board, the Company may as an incident to
or by reason of any corporate merger, consolidation, acquisition of property or
stock, separation, reorganization or liquidation, substitute new options on
Common Stock of the Company for options granted by another employer to its
employee on stock of such employer or may assume options granted by another
employer to its employees, at such purchase prices and under such conditions, in
the case of non-qualified options, as the Board may approve and, in the case of
incentive stock options, as may be permitted by Section 425(a) of the Internal
Revenue Code, as amended, and the Committee is hereby expressly authorized to
take such action as may be required to effectuate any such issuance or
assumption. Shares of Common Stock of the Company subject to any option so
issued or assumed shall be charged against the total number of shares available
for grant of options under the Plan.

         14. WITHHOLDING AND REPORTING. The Company's obligation to deliver
shares of Common Stock or make payment upon the exercise of any option or with
respect to its purchase of any option shall be subject to applicable federal,
state and local tax withholding and reporting requirements.

         15. PERIOD, EXPIRATION AND TERMINATION OF THE PLAN. Options may be
granted under the Plan at any time prior to the tenth anniversary of the
effective date of the Plan, on which anniversary the Plan will expire except as
to options then outstanding thereunder, which options shall remain in effect
until they have been exercised or have expired or otherwise terminated pursuant
to the terms of the Plan. The Plan may be abandoned or terminated at any time by
the Board except with respect to any options then outstanding under the Plan.

         16. AMENDMENT OF THE PLAN. The Board of Directors or Committee may at
any time or from time to time make such amendments hereto as it shall deem
advisable and in the best interests of the Company, without action on the part
of the stockholders of the Company; PROVIDED, HOWEVER, that no such termination
or amendment shall (i) without the consent of the individual to whom any awards
shall theretofore have been granted, affect or impair the rights of such
individual under the Plan, (ii) increase the maximum number of shares that may
be issued




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under the Plan, (iii) change the minimum purchase price under the Plan, (iv)
extend the period during which any option may be granted or exercised or (v)
change the provisions of the Plan relating to eligibility.

         17. SUBJECT TO STOCKHOLDER AGREEMENT. The shares of Common Stock
deliverable upon the exercise of options under this Plan shall be governed by
all of the terms, conditions, restrictions and limitations contained in the
Kozmo.com, Inc. Stockholders' Agreement (the "Stockholders' Agreement"). By
exercising an option pursuant to this Plan, each Plan participant shall thereby
agree to any and all such terms, conditions, restrictions and limitations, and
shall execute a copy of the Stockholders' Agreement. Such understanding shall be
expressly set forth in the Grant Agreement, which shall be executed and
delivered by the Plan participant prior to the effectiveness of any grant of
Restricted Shares hereunder. In addition, any shares of Common Stock issued
pursuant to this Plan shall be subject to such restrictions on transfer and
limitations as shall, in the opinion of the Administrator or the Company's
corporate counsel, be necessary or advisable to assure compliance with the laws,
rules and regulations of the United States government or any state or
jurisdiction thereof.

         18. EFFECTIVENESS. This Plan shall be effective as of May 1, 1999.






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