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                                2000 STOCK PLAN


      1. PURPOSE. The purpose of this plan (the "Plan") is to secure for Pro Net
Link Corp. (the "Company") and its shareholders the benefits arising from
capital stock ownership by employees, officers and directors of, and consultants
or advisors to, the Company who are expected to contribute to the Company's
future growth and success. Under the Plan recipients may be awarded both (i)
Options (as defined in Section 2.1) to purchase the Company's common stock, par
value $.01 per share ("Common Stock") and (ii) shares of the Company's Common
Stock ("Grant Stock"). Except where the context otherwise requires, the term
"Company" shall include the parent and all future subsidiaries of the Company as
defined in Sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as
amended or replaced from time to time (the "Code"). Those provisions of the Plan
which make express reference to Section 422 shall apply only to Incentive Stock
Options (as that term is defined in the Plan).

      2. TYPES OF AWARDS AND ADMINISTRATION.

      2.1 OPTIONS. Options granted pursuant to the Plan ("Options") shall be
authorized by action of the Board of Directors of the Company and may be either
incentive stock options ("Incentive Stock Options") meeting the requirements of
Section 422 of the Code or non-qualified Options which are not intended to meet
the requirements of Section 422 of the Code. All Options when granted are
intended to be non-qualified Options, unless the applicable Option Agreement (as
defined in Section 5.1) explicitly states that the Option is intended to be an
Incentive Stock Option. If an Option is intended to be an Incentive Stock
Option, and if for any reason such Option (or any portion thereof) shall not
qualify as an Incentive Stock Option, then, to the extent of such
nonqualification, such Option (or portion thereof) shall be regarded as a
non-qualified Option appropriately granted under the Plan provided that such
Option (or portion thereof) otherwise meets the Plan's requirements relating to
non-qualified Options. The vesting of Options may be conditioned upon the
completion of a specified period of employment with the Company and/or such
other conditions or events as the Board may determine.

      2.2 GRANT STOCK. Shares of the Grant Stock issued pursuant to the Plan
shall be authorized by the Board of Directors and may be free from restrictions
or may be subject to such conditions and restrictions as the Board may
determine. The vesting of Grant Stock may be conditioned upon the completion of
a specified period of employment with the Company and/or such other conditions
or events as the Board may determine, and any unvested Grant Stock may be made
subject to forfeiture upon termination of employment or the occurrence of other
events.



      2.3 ADMINISTRATION. The Plan shall be administered by the Board of
Directors of the Company whose construction and interpretation of the terms and
provisions of the Plan shall be final and conclusive. The Board of Directors may
in its sole discretion issue Grant Stock and grant Options to purchase shares of
Common Stock, and issue shares upon exercise of such Options as provided in the
Plan. The Board shall have authority, subject to the express provisions of the
Plan, to construe the respective Grant Stock Agreements (as defined in Section
5.2), Option Agreements and
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the Plan, to prescribe, amend and rescind rules and regulations relating to the
Plan, to determine the terms and provisions of the respective Grant Stock
Agreements and Option Agreements, and to make all other determinations in the
judgment of the Board of Directors necessary or desirable for the administration
of the Plan. The Board of Directors may correct any defect or supply any
omission or reconcile any inconsistency in the Plan or in any Grant Stock
Agreement or Option Agreement in the manner and to the extent it shall deem
expedient to carry the Plan into effect and it shall be the sole and final judge
of such expediency. No director or person acting pursuant to authority delegated
by the Board of Directors shall be liable for any action or determination under
the Plan made in good faith. The Board of Directors may, to the full extent
permitted by or consistent with applicable laws or regulations (including,
without limitation, applicable state law), delegate any or all of its powers
under the Plan to a committee (the "Committee") appointed by the Board of
Directors, and if the Committee is so appointed all references to the Board of
Directors in the Plan shall meet and relate to such Committee.

      3. ELIGIBILITY. Options may be granted, and Grant Stock may be issued, to
persons who are, at the time of such grant or issuance, employees, officers or
directors of, or consultants or advisors to, the Company; provided, that the
class of persons to whom Incentive Stock Options may be granted shall be limited
to employees of the Company.

      4. STOCK SUBJECT TO PLAN. Subject to adjustment as provided in Section 14
below, the maximum number of shares of Common Stock of the Company, which may be
issued under the Plan, shall not exceed an aggregate of 3,000,000. If an Option
shall expire or terminate for any reason without having been exercised in full,
the unpurchased shares subject to such Option shall again be available for
subsequent Option or Grant Stock awards under the Plan. If shares of Grant Stock
shall be forfeited to, or otherwise repurchased by, the Company pursuant to a
Grant Stock Agreement, such purchased shares subject to such Grant Stock
Agreement shall again be available for subsequent Option or Grant Stock awards
under the Plan. If shares issued upon exercise of an Option are tendered to the
Company in payment of the exercise price of an Option, such tendered shares
shall again be available for subsequent Option or Grant Stock awards under the
Plan.

      5. FORMS OF GRANT STOCK AGREEMENTS AND OPTION AGREEMENTS.

      5.1 OPTION AGREEMENT. As a condition to the grant of an Option, each
recipient of an Option shall execute an option agreement ("Option Agreement") in
such form not inconsistent with the Plan as may be approved by the Board of
Directors. Such Option Agreements may differ among recipients.

      5.2 GRANT STOCK AGREEMENT. As a condition to the issuance of Grant Stock,
each recipient thereof shall execute an agreement ("Grant Stock Agreement") in
such form not inconsistent with the Plan as may be approved by the Board of
Directors. Such Grant Stock Agreements may differ among recipients and need not
be entitled "Grant Stock Agreements."

      5.3 "STAND-OFF" AGREEMENT. Unless the Board of Directors specifies
otherwise, each Grant Stock Agreement and Option Agreement shall provide that
upon the request of the Company or the managing underwriter(s), the holder of
any Option or the purchaser of any Grant Stock shall, in connection with an
initial public offering of the Company's Common Stock, agree in writing that for
a period of time (not to exceed 180 days) from the effective date of the
Securities and Exchange Commission registration statement for such offering, the
holder or purchaser will not sell, make any

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short sale of, loan, grant any option for the purchase of, or otherwise dispose
of any shares of the Company's Common Stock owned or controlled by him.

      6. PURCHASE PRICE.

      6.1 GENERAL. The purchase price per share of Grant Stock and per share of
stock deliverable upon the exercise of an Option shall be determined by the
Board of Directors, provided, however, that in the case of an Incentive Stock
Option, the exercise price shall not be less than 100% of the fair market value
of such stock, as determined by the Board of Directors, at the time of grant of
such Option, or less than 110% of such fair market value in the case of Options
described in Section 11.2.

      6.2 PAYMENT OF PURCHASE PRICE. Option Agreements may provide for the
payment of the exercise price by delivery of cash or a check to the order of the
Company in an amount equal to the exercise price of such Options, or, to the
extent provided in the applicable Option Agreement, (i) by delivery to the
Company of shares of Common Stock of the Company already owned by the optionee
for a period of six months having a fair market value equal in amount to the
exercise price of the Options being exercised, (ii) by any other means
(including, without limitation, by delivery of a promissory note of the optionee
payable on such terms as are specified by the Board of Directors) which the
Board of Directors determines are consistent with the purpose of the Plan and
with applicable laws and regulations or (iii) by any combination of such methods
of payment. The fair market value of any shares of the Company's Common Stock or
other non-cash consideration, which may be delivered upon exercise of an Option,
shall be determined by the Board of Directors. Grant Stock Agreements may
provide for the payment of any purchase price in any manner approved by the
Board of Directors at the time of authorizing the issuance thereof.

      7. OPTION PERIOD. Each Option and all rights thereunder shall expire on
such date as shall be set forth in the applicable Option Agreement, provided
that, in any event, in the case of an Incentive Stock Option, such date shall
not be later than 10 years after the date on which the Option is granted (or
five years in the case of Options described in Section 11.2), and, in the case
of non-qualified Options, not later than 10 years after the date on which the
Option is granted, and, in either case, shall be subject to earlier termination
as provided in the Plan.

      8. EXERCISE OF OPTIONS. Each Option shall be exercisable either in full or
in installments at such time or times and during such period as shall be set
forth in the agreement evidencing such Option, subject to the provisions of the
Plan.

      9. NONTRANSFERABILITY OF OPTIONS. No Option shall be assignable or
transferable by the person to whom it is granted, either voluntarily or by
operation of law, except by will or the laws of descent and distribution. During
the life of an optionee, an Option held by him or her shall be exercisable only
by the optionee. Notwithstanding the foregoing, non-qualified Options and shares
of Grant Stock may be transferred for valid estate planning purposes, if the
applicable Option Agreement or Grant Stock Agreement so provides.

      10. EFFECT OF TERMINATION. No Incentive Stock Option may be exercised
unless, at the time of such exercise, the optionee is, and has continuously
since the date of grant of his or her Incentive Stock Option been, employed by
the Company, except that, unless the Option Agreement or instrument expressly
provides otherwise:


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          10.1 the Incentive Stock Option may be exercised within the period of
      thirty days after the date the optionee ceases to be an employee of the
      Company (or within such lesser period as may be specified in the
      applicable Option Agreement);

          10.2 if the optionee dies while in the employ of the Company, the
      Incentive Stock Option may be exercised in full by the person to whom it
      is transferred by will or the laws of descent and distribution within the
      period of 180 days after the date of death (or within such lesser period
      as may be specified in the applicable Option Agreement); and

          10.3 if the optionee becomes disabled (within the meaning of Section
      22(e)(3) of the Code or any successor provision thereto) while in the
      employ of the Company, the Incentive Stock Option may be exercised in full
      within the period of 180 days after the date the optionee ceases to be
      such an employee because of such disability (or within such lesser period
      as may be specified in the applicable Option Agreement);

provided, however, that in no event may any Incentive Stock Option be exercised
after the expiration date of the Incentive Stock Option. For all purposes of the
Plan and any Incentive Stock Option granted hereunder, "employment" shall be
defined in accordance with the provisions of Section 1.421-7(h) of the Income
Tax Regulations (or any successor regulations).

      A non-qualified Option granted to an employee shall be subject to the
foregoing provisions of this Section 10 as if it were an Incentive Stock Option,
but a non-qualified Option may also be exercised so long as the optionee
maintains a relationship with the Company as a director, consultant or adviser,
unless the Option Agreement provides otherwise.

      11. INCENTIVE STOCK OPTIONS. Options that are intended to be Incentive
Stock Options shall be subject to the following additional terms and conditions:

      11.1 EXPRESS DESIGNATION. All Incentive Stock Options shall, at the time
of grant, be specifically designated as such in the Option Agreement covering
such Incentive Stock Options.

      11.2 10% SHAREHOLDER. If any employee to whom an Incentive Stock Option is
to be granted is, at the time of the grant of such Option, the owner of stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company (after taking into account the attribution of stock
ownership rules of Section 424(d) of the Code), then the following special
provisions shall be applicable to the Incentive Stock Option granted to such
individual:

          11.2.1 the purchase price per share of the Common Stock subject to
      such Incentive Stock Option shall not be less than 110% of the fair market
      value of one share of Common Stock at the time of grant; and

          11.2.2 the option exercise period shall not exceed five years from
      the date of grant.

      11.3 DOLLAR LIMITATION. For so long as the Code shall so provide, Options
granted to any employee under the Plan which are intended to constitute
Incentive Stock Options shall not constitute Incentive Stock Options to the
extent that such Options, in the aggregate, become exercisable for the first
time in any one calendar year for shares of Common Stock with an aggregate fair
market value (determined as of the respective date or dates of grant) of more
than $100,000.


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      12. ADDITIONAL PROVISIONS.

      12.1 ADDITIONAL PROVISIONS. The Board of Directors may, in its sole
discretion, include additional provisions in Grant Stock Agreements and Option
Agreements, including, without limitation, restrictions on transfer, rights of
the Company to repurchase shares of Grant Stock or shares of Common Stock
acquired upon exercise of Options, commitments to pay cash bonuses, to make,
arrange for or guaranty loans or to transfer other property to optionees upon
exercise of Options, or such other provisions as shall be determined by the
Board of Directors; provided that such additional provisions shall not be
inconsistent with any other term or condition of the Plan and such additional
provisions shall not be such as to cause any Incentive Stock Option to fail to
qualify as an Incentive Stock Option within the meaning of Section 422 of the
Code.

      12.2 ACCELERATION, EXTENSION, ETC. The Board of Directors may, in its sole
discretion, (i) accelerate the date or dates on which all or any particular
Option or Options may be exercised or (ii) extend the dates during which all, or
any particular, Option or Options may be exercised; provided, however, that no
such extension shall be permitted if it would cause the Plan to fail to comply
with Section 422 of the Code.

      13. RIGHTS AS A SHAREHOLDER. The holder of an Option shall have no rights
as a shareholder with respect to any shares covered by the Option (including,
without limitation, any rights to receive dividends or non-cash distributions
with respect to such shares) until the date of issue of a stock certificate to
him or her for such shares. No adjustment shall be made for dividends or other
rights for which the record date is prior to the date such stock certificate is
issued.

      14. ADJUSTMENT PROVISIONS FOR RECAPITALIZATIONS AND RELATED TRANSACTIONS.

      14.1 GENERAL. If, through or as a result of any merger, consolidation,
sale of all or substantially all of the assets of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split or other similar transaction, (i) the outstanding shares of Common Stock
are increased, decreased or exchanged for a different number or kind of shares
or other securities of the Company, or (ii) additional shares or new or
different shares or other securities of the Company or other non-cash assets are
distributed with respect to such shares of Common Stock or other securities, an
appropriate and proportionate adjustment may be made in (x) the maximum number
and kind of shares reserved for issuance under the Plan, (y) the number and kind
of shares or other securities subject to any then outstanding Options, and (z)
the price for each share subject to any then outstanding Options, without
changing the aggregate purchase price as to which such Options remain
exercisable. Notwithstanding the foregoing, no adjustment shall be made pursuant
to this Section 14 if such adjustment would cause the Plan to fail to comply
with Section 422 of the Code.

      14.2 BOARD AUTHORITY TO MAKE ADJUSTMENTS. Any adjustments under this
Section 14 will be made by the Board of Directors, whose determination as to
what adjustments, if any, will be made and the extent thereof will be final,
binding and conclusive. No fractional shares will be issued under the Plan on
account of any such adjustments.



      15. MERGER, CONSOLIDATION, ASSET SALE, LIQUIDATION, ETC.


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      15.1 GENERAL. In the event of a consolidation or merger or sale of all or
substantially all of the assets of the Company in which outstanding shares of
Common Stock are exchanged for securities, cash or other property of any other
corporation or business entity, or in the event of a liquidation of the Company,
the Board of Directors of the Company, or the board of directors of any
corporation assuming the obligations of the Company, may, in its discretion,
take any one or more of the following actions, as to some or all outstanding
Options (and need not take the same action as to each such Option): (i) provide
that such Options shall be assumed, or equivalent Options shall be substituted,
by the acquiring or succeeding corporation (or an affiliate thereof), provided
that any such Options substituted for Incentive Stock Options shall meet the
requirements of Section 424(a) of the Code, (ii) upon written notice to the
optionees, provide that all unexercised Options will terminate immediately prior
to the consummation of such transaction unless exercised by the optionee (to the
extent otherwise then exercisable) within a specified period following the date
of such notice, (iii) in the event of a merger under the terms of which holders
of the Common Stock of the Company will receive upon consummation thereof a cash
payment for each share surrendered in the merger (the "Merger Price"), make or
provide for a cash payment to the optionees equal to the difference between (A)
the Merger Price times the number of shares of Common Stock subject to such
outstanding Options (to the extent then exercisable at prices not in excess of
the Merger Price) and (B) the aggregate exercise price of all such outstanding
Options, in exchange for the termination of such Options and (iv) provide that
all or any outstanding Options shall become exercisable in full immediately
prior to such event.

      15.2 SUBSTITUTE OPTIONS. The Company may grant Options in substitution for
Options held by employees of another corporation who become employees of the
Company, or a subsidiary of the Company, as the result of a merger or
consolidation of the employing corporation with the Company or a subsidiary of
the Company, or as a result of the acquisition by the Company, or one of its
subsidiaries, of property or stock of the employing corporation. The Company may
direct that substitute Options be granted on such terms and conditions as the
Board of Directors considers appropriate in the circumstances.

      15.3 GRANT STOCK. In the event of a business combination or other
transaction of the type detailed in Section 15.1, any securities, cash or other
property received in exchange for shares of Grant Stock shall continue to be
governed by the provisions of any Grant Stock Agreement pursuant to which they
were issued, including any provision regarding vesting, and such securities,
cash, or other property may be held in escrow on such terms as the Board of
Directors may direct, to insure compliance with the terms of any such Grant
Stock Agreement.

      16. NO SPECIAL EMPLOYMENT RIGHTS. Nothing contained in the Plan or in any
Option or Grant Stock Agreement shall confer upon any optionee any right with
respect to the continuation of his or her employment by the Company or interfere
in any way with the right of the Company at any time to terminate such
employment or to increase or decrease the compensation of the optionee.

      17. OTHER EMPLOYEE BENEFITS. The amount of any compensation deemed to be
received by an employee as a result of the issuance of shares of Grant Stock or
the grant or exercise of an Option or the sale of shares received upon such
award or exercise will not constitute compensation with respect to which any
other employee benefits of such employee are determined, including, without
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limitation, benefits under any bonus, pension, profit-sharing, life insurance or
salary continuation plan, except as otherwise specifically determined by the
Board of Directors.

      18. AMENDMENT OF THE PLAN.

      18.1 The Board of Directors may at any time, and from time to time, modify
or amend the Plan in any respect, except that if at any time the approval of the
shareholders of the Company is required under Section 422 of the Code or any
successor provision with respect to Incentive Stock Options, the Board of
Directors may not effect such modification or amendment without such approval.

      18.2 The termination or any modification or amendment of the Plan shall
not, without the consent of an optionee, affect his or her rights under an
Option previously granted to him or her. With the consent of the recipient of
Grant Stock or optionee affected, the Board of Directors may amend outstanding
Grant Stock Agreements or Option Agreements in a manner not inconsistent with
the Plan. The Board of Directors shall have the right to amend or modify the
terms and provisions of the Plan and of any outstanding Incentive Stock Options
to the extent necessary to qualify any or all such Options for such favorable
federal income tax treatment (including deferral of taxation upon exercise) as
may be afforded incentive stock options under Section 422 of the Code.

      19. WITHHOLDING. The Company shall have the right to deduct from payments
of any kind otherwise due to the optionee any federal, state or local taxes of
any kind required by law to be withheld with respect to issuance of any shares
of Grant Stock or shares issued upon exercise of Options. Subject to the prior
approval of the Company, which may be withheld by the Company in its sole
discretion, the obligor may elect to satisfy such obligations, in whole or in
part, (i) by causing the Company to withhold shares of Common Stock otherwise
issuable or (ii) by delivering to the Company shares of Common Stock already
owned by the obligor. The shares so delivered or withheld shall have a fair
market value equal to such withholding obligation. The fair market value of the
shares used to satisfy such withholding obligation shall be determined by the
Company as of the date that the amount of tax to be withheld is to be
determined. A person who has made an election pursuant to this Section 19 may
only satisfy his or her withholding obligation with shares of Common Stock which
are not subject to any repurchase, forfeiture, unfulfilled vesting or other
similar requirements.

      20. EFFECTIVE DATE AND DURATION OF THE PLAN.

      20.1 EFFECTIVE DATE. The Plan shall become effective when adopted by the
Board of Directors, but no Incentive Stock Option shall become exercisable
unless and until the Plan shall have been approved by the Company's
shareholders. If such shareholder approval is not obtained within twelve months
after the date of the Board's adoption of the Plan, no Options previously
granted under the Plan shall be deemed to be Incentive Stock Options and no
Incentive Stock Options shall be granted thereafter. Amendments to the Plan not
requiring shareholder approval shall become effective when adopted by the Board
of Directors; amendments requiring shareholder approval (as provided in Section
18) shall become effective when adopted by the Board of Directors, but no
Incentive Stock Option granted after the date of such amendment shall become
exercisable (to the extent that such amendment to the Plan was required to
enable the Company to grant such
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Incentive Stock Option to a particular optionee) unless and until such amendment
shall have been approved by the Company's shareholders. If such shareholder
approval is not obtained within twelve months of the Board's adoption of such
amendment, any Incentive Stock Options granted on or after the date of such
amendment shall terminate to the extent that such amendment to the Plan was
required to enable the Company to grant such Option to a particular optionee.
Subject to this limitation, Options may be granted under the Plan at any time
after the effective date and before the date fixed for termination of the Plan.

      20.2 TERMINATION. Unless sooner terminated in accordance with Section 15
or by the Board of Directors, the Plan shall terminate upon the close of
business on the day next preceding the tenth anniversary of the date of its
adoption by the Board of Directors.

      21. PROVISION FOR FOREIGN PARTICIPANTS. The Board of Directors may,
without amending the Plan, modify the terms of Option or Grant Stock Agreements
to differ from those specified in the Plan with respect to participants who are
foreign nationals or employed outside the United States to recognize differences
in laws, rules, regulations or customs of such foreign jurisdictions with
respect to tax, securities, currency, employee benefit or other matters.

      22. REQUIREMENTS OF LAW. The Company shall not be required to sell or
issue any shares under any Option if the issuance of such shares shall
constitute a violation by the optionee or by the Company of any provisions of
any law or regulation of any governmental authority. In addition, in connection
with the Securities Act of 1933, as now in effect or hereafter amended (the
"Act"), the Company shall not be required to issue any shares upon exercise of
any Option unless the Company has received evidence satisfactory to it to the
effect that the holder of such Option will not transfer such shares except
pursuant to a registration statement in effect under the Act or unless an
opinion of counsel satisfactory to the Company has been received by the Company
to the effect that such registration is not required in connection with any such
transfer. Any determination in this connection by the Board shall be final,
binding and conclusive. In the event the shares issuable on exercise of an
Option are not registered under the Act or under the securities laws of each
relevant state or other jurisdiction, the Company may imprint on the
certificate(s) appropriate legends that counsel for the Company considers
necessary or advisable to comply with the Act or any such state or other
securities law. The Company may register, but in no event shall be obligated to
register, any securities covered by the Plan pursuant to the Act; and in the
event any shares are so registered the Company may remove any legend on
certificates representing such shares. The Company shall not be obligated to
take any affirmative action in order to cause the exercise of an Option or the
issuance of shares pursuant thereto to comply with any law or regulation of any
governmental authority.

      23. GOVERNING LAW. This Plan and each Option shall be governed by the laws
of the State of Nevada, without regard to its principles of conflicts of law.

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