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                                  Stock Option

     THIS OPTION AGREEMENT ("Agreement") is granted this 31st day of May 2000,
by Kari Cunningham a Utah resident (the "Optionor"), and Tracy Hernandez, a
Utah Resident ("Optionee").

                                     GRANT

1.   Grant of Option.  Optionor hereby irrevocably grants Optionee the right
     and option but not the obligation ("Option") to purchase from Optionee,
     Nineteen Million Nine Hundred Eighty Thousand (19,980,000) shares of the
     Common Stock of Replacement Financial, Inc. (the "Company") currently
     owned by Optionor.

2.   Exercise Price.  The exercise price of the shares of Common Stock which
     are subject to this Option (the "Option Shares") shall be $10,000 for
     all of the Option Shares subject to the terms herein.

3.   Term of Option.  This Option may be exercised, in whole or in part, at
     any time prior to 12:00 Midnight, Mountain Standard Time, on the date
     that is two years from the date of this Option provided the Company has
     generated a minimum of $100,000 in revenues from the date hereof.

4.   Persons Entitled to Exercise.  During the Optionee's lifetime, this
     Option can only be exercised by the Optionee, and neither this Option
     nor any right hereunder can be transferred other than by testamentary
     disposition or the laws of descent and distribution.  Neither this
     Option nor any right hereunder shall be subject to lien, attachment,
     execution, or similar process.  In the event of any alienation,
     assignment, pledge, hypothecation, of other transfer of this Option or
     any right hereunder or in the event of any levy, attachment, execution,
     or similar process, this Option and all rights granted hereunder shall
     be immediately null and void.

5.   Method of Exercising.  This Option may be exercised by delivery of a
     notice of exercise a form of which is attached hereto as "Exhibit A" and
     incorporated herein by this reference, with certified funds payable by
     wire transfer to the order of Kari Cunningham in the amount of the full
     exercise price of the Option Shares being purchased;

6.   Adjustments to Number of Shares.  The number of shares of Common Stock
     subject to this Option shall be adjusted to take into account any stock
     splits, stock dividends, recapitalizations of the Common Stock of the
     Company.

7.   Restrictions on Transfer. Neither the Option nor the underlying shares
     have been registered under the Securities Act of 1933, as amended (the
     "Securities Act"), or any state securities laws.  Optionee acknowledges
     that unless a registration  statement with respect to the Option is
     filed and declared effective by the Securities and Exchange Commission
     and the appropriate state governing agency, the Option has or will be
     issued in reliance on specific exemptions from such registration
     requirements for transactions by an  issuer not involving a public
     offering and specific exemptions under the state statutes.  Any
     disposition of the Option may, under certain circumstances, be
     inconsistent with such exemption therefrom.  In some states, specific
     conditions must be met or approval of the securities regulatory
     authorities required before any such offer or sale.

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9.   Shareholder's Rights.  The Optionee shall have shareholder rights with
     respect to the Option shares only when it has exercised this Option to
     purchase those shares and fully paid the exercise price for such shares.
     Until such time of exercise, Optionor shall maintain all shareholder
     rights to the Option Shares.

10.  Representation and Warranties of Optionee.  Optionee represents and
     warrants that:

     a.   Optionee is acquiring the Shares for its own account and not with
          a view to any distribution within the meaning of the Act.

     b.   Optionee has received all of the information it considers
          necessary or appropriate for determining whether to purchase the
          Shares.  Optionee is familiar with the business, affairs, risks
          and properties of the Company.  Optionee has had an opportunity to
          ask questions of and receive answers from, the Company, and its
          officers, directors and other representatives regarding the
          Company and the terms and conditions of the offering of the
          Shares.  Optionee has had the opportunity to obtain any additional
          information the Company possesses or could acquire without
          unreasonable effort or expense, necessary to verify the accuracy
          of the information furnished.

     c.   Optionee has such knowledge and expertise in financial and
          business matters that it is capable of evaluating the merits and
          substantial risks of an investment in the Shares and is able to
          bear the economic risks relevant to the purchase of the Shares
          hereunder.

     d.   Optionee recognizes that an investment in the securities of the
          Company involves substantial risk and understands all of the risk
          factors related to the purchase of the Shares.

     e.   Optionee understands that there may be no market for the Shares.

     f.   Optionee's financial condition is such that Optionee is under no
          present or contemplated future need to dispose of any portion of
          the Shares to satisfy any existing or contemplated undertaking,
          need or indebtedness.

     g.   Optionee is relying solely upon independent consultation with its
          professional, legal, tax and accounting advisors and such others
          as Optionee deems to be appropriate in purchasing the Shares;
          Optionee has been advised to, and has consulted with, its
          professional tax and legal advisors with respect to any tax
          consequences of investing in the Company.

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11.  Representations and Warranties of the Optionor.  The Optionor represents
     and warrants that:

     a.   The Shares have been duly authorized, validly issued, fully paid
          and non-assessable. The Shares and the delivery to Optionee will
          be free and clear of any liens, encumbrances, or claims of any
          kind whatsoever. Optionor is the true owner of the Shares and
          warrant free, clear and marketable title to said shares to
          Optionee.

     b.   Optionor has no knowledge of any restrictions by contract,
          operation of law or otherwise prohibiting this sale or the
          transfer of these shares into the names of Optionee, subject only
          to the Securities Laws governing the sale of securities.

     c.   Optionor makes no representations or warranties as to the past,
          present or future operations of the Company, or the price or
          activity of the Company's stock.

12.  Survival of Representations, Warranties and Covenants.  The
     representations, warranties and covenants made by the Optionor and
     Optionee in this Agreement shall survive the purchase and sale of the
     Shares hereby for so long as the applicable statute of limitations shall
     remain open. The Optionee and Optionor hereby agree, jointly and
     severally, to indemnify, defend, and hold the other harmless from and
     against any damage, loss, liability, or expense (including, without
     limitation, reasonable expenses of investigation and reasonable
     attorney's fees) arising out of any material breach of any
     representation, warranty, covenant, or agreement made by them in this
     Agreement.

13.  Notices.  Any notice or other communication required or permitted by
     this Agreement must be in writing and shall be deemed to be properly
     given when delivered in person to Optionee or to an officer of Optionor
     when deposited in the United States mails for transmittal by certified,
     registered or express mail, postage prepaid, or when sent by facsimile
     transmission, provided that the communication is addressed   to the
     addresses of the parties first above appearing herein.

14.  Validity and Construction.  The Validity and construction of this
     Agreement shall be governed by the laws of the State of Utah.


     IN WITNESS WHEREOF, the parties have executed this Option Agreement on
the date first appearing above.


     Optionor                                Optionee

      /s/ Kari Cunningham                     /s/ Tracy Hernandez
     ------------------------------          ------------------------------
     Kari Cunningham                         Tracy Hernandez




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                                  EXHIBIT A

                             NOTICE OF PURCHASE

                 (To be signed only upon exercise of Option)

TO:  Kari Cunningham
     7432 South Carling Circle
     Salt Lake City, Utah 84121

     The undersigned, the owner of the Attached Option, hereby irrevocably
elects to exercise the rights to purchase thereunder Nineteen Million Nine
Hundred Eighty Thousand (19,980,000) shares of the Common Stock of Replacement
Financial, Inc. (the "Company") currently owned by Optionor. The undersigned
requests that the certificates for such shares as well as applicable stock
powers be delivered to them as per instructions indicated below.

DATED this ________ day of ______________, 20__.



         By:_____________________________


Instructions for delivery:








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